Common use of Exercise of Purchase Option and Closing Clause in Contracts

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the Company may exercise the Purchase Option by delivering or mailing to the Employee (or his estate), in accordance with Section 14, within 60 days after the termination of the employment of the Employee with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 60-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 60-day period. (b) Within 10 days after his receipt of the Company's notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Employee (or his estate) shall tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchase, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following its receipt of such certificate or certificates, the Company shall deliver or mail to the Employee a check in the amount of the aggregate Option Price therefor. (c) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Employee on account of such Shares or permit the Employee to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares.

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing to the Employee Participant (or his estate), in accordance with Section 14, within 60 90 days after the termination of the employment of the Employee with the CompanyTermination Date, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 6090-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 6090-day period. (b) Within 10 days after his receipt delivery to the Participant of the Company's ’s notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Employee Participant (or his estate) shall shall, pursuant to the provisions of the Joint Escrow Instructions referred to in Section 5 below, tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchasepurchase in accordance with the terms of this Agreement, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following its receipt of such certificate or certificates, the Company shall deliver or mail pay to the Employee a check in the amount of Participant the aggregate Option Price thereforfor such Shares (provided that any delay in making such payment shall not invalidate the Company’s exercise of the Purchase Option with respect to such Shares). (c) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Employee Participant on account of such Shares or permit the Employee Participant to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. (d) The Company may assign its Purchase Option to one or more persons or entities.

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing to the Employee (or his estate), in accordance with Section 1416(b), within 60 90 days after the termination of the employment of the Employee with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares and other capital stock to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 6090-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 6090-day period. (b) Within 10 30 days after his receipt of the Company's notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Employee (or his estate) shall tender to the Company at its principal offices the certificate or certificates representing the Shares and other capital stock which the Company corporation has elected to purchase, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares and other capital stock to the Company. Promptly following upon its receipt of such certificate or certificates, the Company shall deliver or mail to the Employee a check in the amount of the aggregate Option Price therefor. (c) After the time at which any Shares and other capital stock are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Employee on account of such Shares and other capital stock or permit the Employee to exercise any of the privileges or rights of a stockholder with respect to such SharesShares and other capital stock, but shall, in so far insofar as permitted by law, treat the Company as the owner of such SharesShares and other capital stock. (d) The Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of the Employee to the Company or in cash (by check) or both. (e) The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 14 of this Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded upward).

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing to the Employee Participant (or his estate), in accordance with Section 14, within 60 days after the termination of the employment of the Employee Participant with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 60-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 60-day period. (b) Within 10 days after his receipt delivery to the Participant of the Company's notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Employee (or his estate) Company shall tender direct its transfer agent to reduce the number of Shares held in book entry on behalf of the Participant by the number of Shares being purchased by the Company at its principal offices under the certificate or certificates representing the Shares which the Company has elected to purchase, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the CompanyPurchase Option. Promptly following its receipt notice from the transfer agent of such certificate or certificatesreduction, the Company shall deliver or mail pay to the Employee a check in the amount of Participant the aggregate Option Price thereforfor such Shares (provided that any delay in making such payment shall not invalidate the Company's exercise of the Purchase Option with respect to such Shares). (c) After the time at which any Shares are required to be delivered to Company provides the Company for transfer to the Company pursuant to notice under subsection (ba) aboveof its exercise of the Purchase Option, the Company shall not pay any dividend to the Employee Participant on account of such Shares or permit the Employee Participant to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. (d) The Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of the Participant to the Company or in cash (by check) or both. (e) The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded upward). (f) The Company may assign its Purchase Option to one or more persons or entities.

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing to the Employee Participant (or his estate), in accordance with Section 14, within 60 90 days after the termination of the employment of the Employee Participant with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 6090-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 6090-day period. (b) . Within 10 days after his receipt delivery to the Participant of the Company's ’s notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Employee Participant (or his estate) shall shall, pursuant to the provisions of the Joint Escrow Instructions referred to in Section 5 below, tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchasepurchase in accordance with the terms of this Agreement, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following its receipt of such certificate or certificates, the Company shall deliver or mail pay to the Employee a check in the amount of Participant the aggregate Option Price therefor. for such Shares (c) provided that any delay in making such payment shall not invalidate the Company’s exercise of the Purchase Option with respect to such Shares). After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Employee Participant on account of such Shares or permit the Employee Participant to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. The Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of the Participant to the Company or in cash (by check) or both. The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded upward). The Company may assign its Purchase Option to one or more persons or entities.

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the complete expiration of the Purchase Option, the Company may exercise the Purchase Option by delivering or mailing to the Employee (or his estate), in accordance with Section 14, within 60 days after the termination of the employment of the Employee with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 60-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 60-day period. (b) Within 10 days after his receipt of the Company's notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Employee (or his estate) shall tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchase, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following its receipt of such certificate or certificates, the Company shall deliver or mail to the Employee a check in the amount of the aggregate Option Price therefor. (c) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Employee on account of such Shares or permit the Employee to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares.

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing to the Employee (or his estate), in accordance with Section 1413, within 60 90 days after the termination of the employment of the Employee with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 6090-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 6090-day period. (b) Within 10 days after his receipt of the Company's ’s notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Employee (or his estateestate or any escrow agent) shall tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchase, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following Upon its receipt of such certificate or certificates, the Company shall deliver or mail to the Employee a check in the amount of pay the aggregate Option Price therefortherefor in the form of a check or by cancelling indebtedness owed by the Employee to the Company, or any combination thereof. (c) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Employee on account of such Shares or permit the Employee to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. (d) In the event that, due to the sale (whether by foreclosure or otherwise), transfer, assignment or other disposition of the Shares (other than pursuant to the Company’s exercise of the Purchase Option) (each, a “Sale Event”), the Company is unable to exercise the Purchase Option with respect to any Shares for which the Purchase Option has not terminated (the “Repurchase Shares”), the Employee agrees to pay the Company, as liquidated damages, a sum, if any, by which the market value of the Repurchase Shares (as determined by such Sale Event) exceeds the aggregate Option Price paid for the Repurchase Shares (the “Damage Amount”). (e) The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded upward).

Exercise of Purchase Option and Closing. (a) If Unless the Employee ceases Company notifies the Participant within 60 days from the Termination Date that it does not intend to exercise its Purchase Option with respect to some or all of the Unvested Shares, the Purchase Option shall be employed deemed automatically exercised by the Company before the expiration as of the Purchase Option60th day following such termination, provided that the Company may exercise the Purchase Option by delivering or mailing to the Employee Participant (or his estate), in accordance with Section 14, within 60 days after the termination of the employment of the Employee with the CompanyTermination Date, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and Unless the Participant is otherwise notified by the Company pursuant to the extent preceding sentences that the Company does not intend to exercise its Purchase Option is not so exercised as to some or all of the Unvested Shares to which it applies at the time of termination, execution of this Agreement by the giving Participant constitutes written notice to the Participant of such a notice within such 60-day period, the Company’s intention to exercise its Purchase Option shall automatically expire and terminate effective upon the expiration of with respect to all Unvested Shares to which such 60-day periodPurchase Option applies. (b) Within 10 days after his receipt (i) delivery to the Participant of the Company's ’s notice of the exercise of the Purchase Option Option, which supplements the notice provided herein, or (ii) the deemed exercise of the Purchase Option, each pursuant to subsection (a) above, the Employee Participant (or his estate) shall shall, pursuant to the provisions of the Joint Escrow Instructions referred to in Section 6 below, tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchasepurchase in accordance with the terms of this Agreement, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following its receipt of such certificate or certificates, the Company shall deliver or mail pay to the Employee a check in the amount of Participant the aggregate Option Price thereforfor such Shares (provided that any delay in making such payment shall not invalidate the Company’s exercise of the Purchase Option with respect to such Shares). (c) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Employee Participant on account of such Shares or permit the Employee Participant to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. (d) The Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of the Participant to the Company or in cash (by check) or both. (e) The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded upward). (f) The Company may assign its Purchase Option to one or more persons or entities.

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing to the Employee (or his estate), in accordance with Section 14Service Provider, within 60 10 days after the termination of the employment relationship between the Service Provider and the Company as described in Section 2 of the Employee with the Companythis Agreement, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 6010-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 6010-day periodperiod and the Shares shall fully vest in the Service Provider and the Service Provider shall have all rights inherent in the ownership of such Shares of Common Stock. (b) Within 10 ten days after his receipt delivery to the Service Provider of the Company's notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Employee (or his estate) Service Provider shall tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchasepurchase in accordance with the terms of this Agreement, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following its receipt of such certificate or certificates, the Company shall deliver or mail pay to the Employee a check in the amount of Service Provider the aggregate Option Price therefor. (c) After the time at which any Shares are required to be delivered to the Company price for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Employee on account of such Shares or permit the Employee to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shallwhich shall be the par value per Share unless the relationship in terminated by the Company without "Cause", in so far as permitted by law, treat which case the Company as the owner of such Shares.price shall be $1.30

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing to the Employee Participant (or his estate), in accordance with Section 143.8, written notice of exercise within 60 90 days after the termination of the employment of the Employee Participant with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 60-90- day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 6090-day period. (b) Within 10 days after his receipt of the Company's ’s notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Employee Participant (or his estate) shall tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchase, duly endorsed in blank by the Employee Participant or with duly endorsed elected stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following Upon its receipt of such certificate or certificatesShares, the Company shall deliver or mail to the Employee Participant a check in the amount of the aggregate Option Price therefor. (c) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Employee Participant on account of such Shares or permit the Employee Participant to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. (d) The Option Price may be payable, at the option of the Company, by cancellation of all or a portion of any outstanding indebtedness of the Participant to the Company or in cash (by check), or both. (e) The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 2.1 of this Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded upward).

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase OptionThe Company, the Company may or its designee, shall exercise the Purchase Option granted to it by delivering or mailing to the Employee (or his estate)Employee, in accordance with Section 1411, written notice of exercise within 60 90 days after the termination of the employment of the Employee with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 6090-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 6090-day period. (b) Within Subject to the provisions of Paragraph 4, within 10 days after his receipt of the Company's or its designee's notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Employee (or his estate) shall tender to the Company or its designee at its principal offices the certificate or certificates representing the Shares which that the Company or its designee has elected to purchase, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the CompanyCompany or its designee. Promptly following Upon its receipt of such certificate or certificatesShares, the Company or its designee shall deliver or mail cancel such portion of the Employee's indebtedness under the Note that relates to the Employee a check in the amount of repurchased Shares at the aggregate Option Price thereforfor such shares. (c) After the time at which any Shares are required to be delivered to the Company or its designee for transfer to the Company or its designee pursuant to subsection (b) above, the Company shall not pay any dividend to the Employee on account of such Shares or permit the Employee to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company or its designee as the owner of such Shares. (d) The Company or its designee shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded upward).

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing to the Employee (or his estate), in accordance with Section 14, within 60 days after the termination of the employment of the Employee with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 60-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 60-day period. (b) Within 10 days after his receipt delivery to the Employee of the Company's notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Employee (or his estate) shall tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchasepurchase in accordance with the terms of this Agreement, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following its receipt of such certificate or certificates, the Company shall deliver or mail pay to the Employee a check in the amount of the aggregate Option Price thereforfor such Shares (provided that any delay in making such payment shall not invalidate the Company's exercise of the Purchase Option with respect to such Shares). (c) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Employee on account of such Shares or permit the Employee to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. (d) The Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of the Employee to the Company or in cash (by check) or both. (e) The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded upward). (f) The Company may assign its Purchase Option to one or more persons or entities.

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing to the Employee (or his his/her estate), in accordance with Section 14, within 60 30 days after the termination of the employment of the Employee with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 60-30 day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 60-30 day period. (b) Within 10 business days after his receipt delivery to the Employee of the Company's notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Employee (or his or her estate) shall shall, pursuant to the provisions of the Joint Escrow Instructions referred to in Section 6, tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchasepurchase in accordance with the terms of this Agreement, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following its Upon receipt of such certificate or certificates, the Company shall deliver or mail pay to the Employee a check in the amount of the aggregate Option Price thereforfor such Shares. (c) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Employee on account of such Shares or permit the Employee to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. It being understood that, prior to the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall pay any and all dividends or other distributions currently to the Employee. (d) The Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of the Employee to the Company or in cash (by check) or both. (e) The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded upward).

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing to the Employee (or his estate), in accordance with Section 14, Executive within 60 10 days after the termination of the employment of the Employee with Executive's service to the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 6010-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 6010-day period. (b) Within 10 days after his receipt delivery to the Executive of the Company's notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Employee Executive (or his estate) shall shall, pursuant to the provisions of the Joint Escrow Instructions referred to in Section 7 below, tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchasepurchase in accordance with the terms of this Agreement, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following its receipt of such certificate or certificates, the Company shall deliver or mail pay to the Employee a check in the amount of Executive the aggregate Option Price thereforfor such Shares (provided that any delay in making such payment shall not invalidate the Company's exercise of the Purchase Option with respect to such Shares). (c) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Employee Executive on account of such Shares or permit the Employee Executive to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. (d) The Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of the Executive to the Company or in cash (by check) or both. (e) The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded upward). (f) The Company may assign its Purchase Option to one or more persons or entities. (g) The number or Purchase Options and the Option Price shall be subject to adjustment as provided in Section 11.

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing to the Employee Participant (or his the Participant’s estate), in accordance with Section 14, within 60 180 days after the termination of the employment Service of the Employee with the CompanyParticipant, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 60180-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 60180-day period. 2 Delete definition if acceleration is not being used. 3 The end of the vesting period as established in Section 3(b). 4 Vesting schedule to be completed. 5 Acceleration terms (if applicable) to be completed. (b) Within 10 ten (10) days after his receipt delivery to the Participant of the Company's ’s notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Employee Participant (or his the Participant’s estate) shall shall, pursuant to the provisions of the Joint Escrow Instructions referred to in Section 8 below, tender to the Company at its principal offices the certificate or certificates representing the Shares which that the Company has elected to purchasepurchase in accordance with the terms of this Agreement, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following its receipt of such certificate or certificates, the Company shall deliver or mail pay to the Employee a check in the amount of Participant the aggregate Option Price thereforfor such Shares (provided that any delay in making such payment shall not invalidate the Company’s exercise of the Purchase Option with respect to such Shares). (c) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Employee Participant on account of such Shares or permit the Employee Participant to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. (d) The Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of the Participant to the Company or in cash (by check) or both. (e) The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 3 of this Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded upward). (f) The Company may assign its Purchase Option to one or more persons or entities.

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option Option, in whole or in part, by delivering or mailing to the Employee Participant (or his estate), in accordance with Section 14, within 60 90 days after the termination of the employment of the Employee with the CompanyParticipant ceases to be an Eligible Participant, a one or more written notice notices of exercise of the Purchase Option. Such notice notice(s) shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice notice(s) within such 6090-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 6090-day period. (b) Within 10 days after his receipt delivery to the Participant by the Company of the Company's a notice of the exercise of the Purchase Option pursuant to subsection (aSection 3(a) aboveof this Agreement, the Employee Participant (or his estate) shall shall, pursuant to the provisions of the Joint Escrow Instructions referred to in Section 5 of this Agreement, tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchasepurchase in accordance with the terms of this Agreement, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following its receipt of such certificate or certificates, the Company shall deliver or mail pay to the Employee a check in the amount of Participant the aggregate Option Price thereforfor such Shares (provided that any delay in making such payment shall not invalidate the Company's exercise of the Purchase Option with respect to such Shares). (c) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (bSection 3(b) aboveof this Agreement, the Company shall not pay any dividend to the Employee Participant on account of such Shares or permit the Employee Participant to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. (d) The Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of the Participant to the Company (including, without limitation, that certain secured promissory note dated January 4, 2002 in the principal amount of $1,449,000 by the Participant to the Company (the "Note")) or in cash (by check) or both. (e) The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded upward). (f) The Company may assign its Purchase Option to one or more persons or entities.

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing to the Employee Stockholder (or his the Stockholder's estate), in accordance with Section 14, written notice of exercise within 60 days after the termination of the Stockholder's employment of the Employee with by the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 60-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 60-day period. (b) Within 10 days after his the Stockholder's receipt of the Company's notice of the exercise of the Purchase Option pursuant to subsection (aSection 3(a) above, the Employee Stockholder (or his the Stockholder's estate) shall tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchase, duly endorsed in blank by the Employee Stockholder or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following Upon its receipt of such certificate or certificatesShares, the Company shall deliver or mail to the Employee Stockholder (or the Stockholder's estate) a check in the amount of the aggregate Option Price therefor. (c) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (bSection 3(b) above, the Company shall not pay any dividend to the Employee Stockholder on account of such Shares or permit the Employee Stockholder to exercise any of the privileges or rights of a stockholder Stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. (d) The Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of the Stockholder to the Company or in cash (by check) or both. (e) The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded upward).

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing to the Employee (or his estate), in accordance with Section 1412, within 60 days after the termination of the employment of the Employee with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 60-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 60-day period. (b) Within 10 days after his receipt The sale of the Shares to be sold to the Company pursuant to this Section 3 shall be made at the principal executive office of the Company on the 15th day following the date of the Company's notice of the exercise of the Purchase Option pursuant written election to subsection (a) above, the Employee purchase (or his estate) if such 15th day is not a business day, then on the next succeeding business day). Such sale shall tender be effected by delivery to the Company at its principal offices the of (i) a certificate or certificates representing evidencing the Shares which the Company has elected to purchasebe purchased by it, duly and (ii) stock assignments therefor endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following its receipt of such certificate or certificates, against payment by the Company shall deliver or mail to the Employee a check in the amount of the aggregate Option Price thereforfor such Shares to be purchased by the Company. (c) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Employee on account of such Shares or nor permit the Employee to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. (d) The Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of the Employee to the Company or in cash (by check) or both. (e) The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded upward). (f) If the Employee becomes obligated to sell Shares to the Company under this Agreement and fails to deliver such Shares to the Company in accordance with the terms of this Agreement, the Company may, at its option, in addition to all other remedies it may have, send to the Employee by registered mail, return receipt requested, the Option Price. Thereupon, the Company, upon written notice to the Employee, (i) shall cancel on its books the certificate or certificates representing the Shares to be sold; and (ii) shall issue, in lieu thereof, a new certificate or certificates in the name of the Company representing such Shares which may remain; and thereupon all of the Employee's rights in and to such Shares shall terminate.

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing to the Employee Participant (or his estate), in accordance with Section 14, within 60 days after the termination of the employment of the Employee with the CompanyEmployment Agreement, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 60-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 60-day period. (b) 3.1. Within 10 days after his receipt delivery to the Participant of the Company's notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Employee Participant (or his estate) shall shall, pursuant to the provisions of the Joint Escrow Instructions referred to in Section 5 below, tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchasepurchase in accordance with the terms of this Agreement, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following its receipt of such certificate or certificates, the Company shall deliver or mail pay to the Employee a check in the amount of Participant the aggregate Option Price thereforfor such Shares (provided that any delay in making such payment shall not invalidate the Company's exercise of the Purchase Option with respect to such Shares). (c) 3.2. After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Employee Participant on account of such Shares or permit the Employee Participant to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. 3.3. The Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of the Participant to the Company or in cash (by check) or both. 3.4. The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded upward). 3.5. The Company may assign its Purchase Option to one or more persons or entities.

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing or written notice of such exercise to the Employee (or his estate)Employee, in accordance with Section 1410(e) hereof; provided, within 60 days after however, that unless the termination of the employment of the Employee with the Company, a Company provides written notice to Employee of non-exercise of the Purchase Option. Such notice Option within sixty (60) days after the date of Termination, the Company shall specify the number of Shares be deemed to be purchased. If and to the extent have exercised the Purchase Option is not so exercised by with respect to all of the giving Unvested Shares on the sixtieth (60th) day after the date of such a notice within such 60-day period, Termination (the Unvested Shares with respect to which the Purchase Option shall automatically expire and terminate effective upon applies, the expiration of such 60-day period“Purchased Shares”). (b) Within 10 five (5) days after (i) his receipt of the Company's an exercise notice of the exercise of the Purchase Option pursuant to subsection Section 3(a), or (aii) abovethe sixtieth (60th) day after the date of Termination, the whichever occurs first, Employee (or his estate) shall tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchasePurchased Shares, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such the Purchased Shares to the Company. Promptly following As soon as practicable after its receipt of such certificate or certificates, the Company shall deliver or mail to the Employee a check in the amount of the aggregate Option Price thereforfor the Purchased Shares. (c) After From and after the time at which any the Purchased Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (bSection 4(b) abovehereof, the Company shall not pay any dividend to the Employee on account of such Purchased Shares or permit the Employee to exercise any of the privileges or rights of as a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Purchased Shares. (d) The Option Price for the Purchased Shares may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of Employee to the Company or in cash (by check) or both.

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing to the Employee Participant (or his estate), in accordance with Section 14, within 60 days after the termination of the employment of the Employee Participant with the Company, a written notice of exercise of the this Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 60-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 60-day period. (b) Within 10 days after his receipt of the Company's notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Employee Participant (or his estate) shall tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchasepurchase in accordance with the terms of this Agreement, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following Upon its receipt of such certificate or certificates, the Company shall deliver or mail to the Employee Participant a check in the amount of the aggregate Option Price therefor. (c) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Employee Participant on account of such Shares or permit the Employee Participant to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. (d) The Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of the Participant to the Company or in cash (by check) or both. (e) The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this Agreement shall be rounded to the nearest whole Share (with any one-half share being rounded upward).

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the Company The Corporation may exercise the Purchase Option by delivering or mailing to the Employee Purchaser (or his estate), in accordance with Section 14, within 60 sixty (60) days after the termination of the employment of the Employee Purchaser with the CompanyCorporation, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 60-day sixty (60)-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 60-sixty (60)- day period. (b) Within 10 ten (10) days after his receipt delivery to the Purchaser of the Company's Corporation’s notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Employee Purchaser (or his estate) shall shall, pursuant to the provisions of the Joint Escrow Instructions referred to in Section 7, tender to the Company Corporation at its principal offices the certificate or certificates representing the Shares which the Company Corporation has elected to purchasepurchase in accordance with the terms of this Agreement, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the CompanyCorporation. Promptly following its receipt of such certificate or certificates, the Company Corporation shall deliver or mail pay to the Employee a check in the amount of Purchaser the aggregate Option Price thereforfor such Shares (provided that any delay in making such payment shall not invalidate the Corporation’s exercise of the Purchase Option with respect to such Shares). (c) After the time at which any Shares are required to be delivered to the Company Corporation for transfer to the Company Corporation pursuant to subsection (b) above, the Company Corporation shall not pay any dividend to the Employee Purchaser on account of such Shares or permit the Employee Purchaser to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company Corporation as the legal and beneficial owner of such SharesShares and all rights and interests therein or relating thereto, and the Corporation shall have the right to retain and transfer to its own name or cancel the number of Shares being repurchased by the Corporation. (d) The Option Price may be payable, at the option of the Corporation, in cancellation of all or a portion of any outstanding indebtedness of the Purchaser to the Corporation or in cash (by check) or both. (e) The Corporation shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded upward). (f) The Corporation may assign its Purchase Option to one or more persons or entities.

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing to the Employee (or his estate), in accordance with Section 1416, within 60 90 days after the termination of the employment of the Employee with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 6090-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 6090-day period. (b) Within 10 days after his receipt of the Company's notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Employee (or his estateestate or any escrow agent) shall tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchase, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following Upon its receipt of such certificate or certificates, the Company shall deliver or mail to the Employee a check in the amount of pay the aggregate Option Price therefortherefor in the form of a check or by cancelling indebtedness owed by the Employee to the Company, or any combination thereof. (c) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Employee on account of such Shares or permit the Employee to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. (d) In the event that, due to the sale (whether by foreclosure or otherwise), transfer, assignment or other disposition of the Shares (other than pursuant to the Company's exercise of the Purchase Option), including, without limitation, a sale by the Company or any assignee of the Shares pursuant to the terms of the Note (each, a "Sale Event"), the Company is unable to exercise the Purchase Option with respect to any Shares for which the Purchase Option has not terminated (the "Repurchase Shares"), the Employee agrees to pay the Company, as liquidated damages, a sum, if any, by which the market value of the Repurchase Shares (as determined by such Sale Event) exceeds the aggregate Option Price paid for the Repurchase Shares (the "Damage Amount"). (e) The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded upward).

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing to the Employee (or his estate), in accordance with Section 14, within 60 sixty (60) days after the termination of the employment of the Employee with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 60-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 60-day period. (b) Within 10 days after his receipt of the Company's notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Employee (or his estate) shall tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchase, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following Upon its receipt of such certificate or certificates, the Company shall deliver or mail to the Employee a check in the amount of the aggregate Option Price therefor. (c) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Employee on account of such Shares or permit the Employee to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far insofar as permitted by law, treat the Company as the owner of such Shares. (d) The Option Price may be payable, at the option of the Company, by cancellation of all or a portion of any outstanding indebtedness of the Employee to the Company or in cash (by check) or both. (e) The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded upward).

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing to the Employee Participant (or his estate), in accordance with Section 14, within 60 days after the termination of the employment of the Employee Participant with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 60-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 60-day period. (b) Within 10 days after his receipt delivery to the Participant of the Company's notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Employee Participant (or his estate) shall shall, pursuant to the provisions of the Joint Escrow Instructions referred to in Section 7, tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchasepurchase in accordance with the terms of this Agreement and the notice of exercise of the Purchase Option, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following its receipt of such certificate or certificates, the Company shall deliver or mail pay to the Employee a check in the amount of Participant the aggregate Option Price thereforfor such Shares. (c) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Employee Participant on account of such Shares or permit the Employee Participant to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. (d) The Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding balance of the Note or in cash (by check) or both. (e) The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this Agreement shall be rounded to the nearest whole Share. (f) The Company may assign its Purchase Option to one or more persons or entities.

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing to the Employee Stockholder (or his the Stockholder's estate), in accordance with Section 14, written notice of exercise within 60 days after the termination of the employment Stockholder's status as a Director or employee of the Employee with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Unvested Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 60-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 60-day period. (b) Within 10 days after his the Stockholder's receipt of the Company's notice of the exercise of the Purchase Option pursuant to subsection (aSection 3(a) above, the Employee Stockholder (or his the Stockholder's estate) shall tender to the Company at its principal offices the certificate or certificates representing the Unvested Shares which the Company has elected to purchase, duly endorsed in blank by the Employee Stockholder or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following Upon its receipt of such certificate or certificatesShares, the Company shall deliver or mail to the Employee Stockholder (or the Stockholder's estate) a check in the amount of the aggregate Option Price therefor. (c) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (bSection 3(b) above, the Company shall not pay any dividend to the Employee Stockholder on account of such Shares or permit the Employee Stockholder to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. (d) The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded upward).

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing to the Employee (or his estate), in accordance with Section 1417, written notice of exercise within 60 days after the termination of the employment of the Employee with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 60-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 60-day period. (b) Within 10 days after his receipt of the Company's notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Employee (or his estate) shall tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchase, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following its receipt of such certificate or certificates, the Company shall deliver or mail to the Employee a check in the amount of the aggregate Option Price therefor. (c) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Employee on account of such Shares or permit the Employee to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. (d) The Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of the Employee to the Company or in cash (by check) or both. Such action shall take place promptly upon receipt of the Shares. (e) The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded upward).

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the Company The Corporation may exercise the Purchase Option by delivering or mailing to the Employee Stockholder (or his the Stockholder's estate), in accordance with Section 14, written notice of exercise within 60 sixty (60) days after the termination of the employment Stockholder's active participation in the business of the Employee with the Company, a written notice of exercise of the Purchase OptionCorporation. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 60-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 60-day period. (b) Within 10 ten (10) days after his the Stockholder's receipt of the CompanyCorporation's notice of the exercise of the Purchase Option pursuant to subsection (aSection 3(a) above, the Employee Stockholder (or his the Stockholder's estate) shall tender to the Company Corporation at its principal offices the certificate or certificates representing the Shares which the Company Corporation has elected to purchase, duly endorsed in blank by the Employee Stockholder or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the CompanyCorporation. Promptly following Upon its receipt of such certificate or certificatesShares, the Company Corporation shall deliver or mail to the Employee Stockholder (or the Stockholder's estate) a check in the amount of the aggregate Option Price therefor. (c) After the time at which any Shares are required to be delivered to the Company Corporation for transfer to the Company Corporation pursuant to subsection (bSection 3(b) above, the Company Corporation shall not pay any dividend to the Employee Stockholder on account of such Shares or permit the Employee Stockholder to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company Corporation as the owner of such Shares. (d) The Option Price may be payable, at the option of the Corporation, in cancellation of all or a portion of any outstanding indebtedness of the Stockholder to the Corporation or in cash (by check) or both. (e) The Corporation shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded upward).

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing to the Employee Grantee (or his estate), in accordance with notice provisions of Section 1411, within 60 30 days after the termination cessation of the employment of the Employee with the CompanyGrantee, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 6030-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 6030-day period. (b) Within 10 days after his receipt of the Company's notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Employee (or his estate) shall tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchase, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following its receipt of such certificate or certificates, the Company shall deliver or mail to the Employee a check in the amount of the aggregate Option Price therefor. (c) After the time at which any Shares are required to be delivered to the Company for transfer to exercises the Company pursuant to subsection (b) abovePurchase Option, the Company shall not pay any dividend to the Employee Grantee on account of such Shares (other than any dividend the record date for which is prior to such exercise) or permit the Employee Grantee to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. (c) The Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of the Grantee to the Company or in cash (by check) or both. (d) The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a share resulting from a computation made pursuant to Section 3 of this Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded upward).

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing to the Employee Purchaser (or his estate), in accordance with Section 14, within 60 days after the termination of the employment of the Employee with the Company15, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 60-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 60-day period. (b) Within 10 five (5) days after his receipt of the Company's notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Employee Purchaser (or his estate) shall tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchase, duly endorsed in blank by the Employee Purchaser or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following Upon its receipt of such certificate or certificates, the Company shall deliver or mail to the Employee Purchaser a check in the amount of the aggregate Option Price therefor. (c) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Employee Purchaser on account of such Shares or permit the Employee Purchaser to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. (d) The Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of the Purchaser to the Company or in cash (by check) or both.

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing to the Employee (or his his/her estate), in accordance with Section 14, within 60 30 days after the termination of the employment of the Employee with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Restricted Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 60-30 day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 60-30 day period. (b) Within 10 days after his receipt delivery to the Employee of the Company's notice of the exercise of the Purchase Option pursuant to subsection (a) above, the Employee (or his or her estate) shall and HFI LLC shall, pursuant to the provisions of the Joint Escrow Instructions referred to in Section 6, tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchasepurchase in accordance with the terms of this Agreement, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Restricted Shares to the Company. Promptly following its Upon receipt of such certificate or certificates, the Company shall deliver or mail pay to the Employee a check in the amount of the and to HFI LLC their respective aggregate Option Price thereforPrices for such Restricted Shares. (c) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Employee or to HFI LLC on account of such Restricted Shares or permit the Employee or to HFI LLC exercise any of the privileges or rights of a stockholder with respect to such Restricted Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Restricted Shares. It being understood that, prior to the time at which any Restricted Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall pay any and all dividends or other distributions currently to the Employee and HFI LLC. (d) The Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of the Employee or HFI LLC to the Company or in cash (by check) or both. (e) The Company shall not purchase any fraction of a Restricted Share upon exercise of the Purchase Option, and any fraction of a Restricted Share resulting from a computation made pursuant to Section 2 of this Agreement shall be rounded to the nearest whole Restricted Share (with any one-half Restricted Share being rounded upward).

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by The price for which the Company before may repurchase Shares pursuant to Section 2 shall be $0.001 per Share (the expiration of the Purchase Option, the “Option Price”). (b) The Company may exercise the purchase option set forth in Section 2 (the “Purchase Option Option”) by delivering or mailing to the Employee Xxxxx (or his estate), in accordance with Section 14, ) notice either (i) within 60 days a reasonable amount of time before a Liquidity Event or (ii) at any time after the termination of date that is 18 months following the employment of the Employee with date that Xxxxx no longer serves on the Company, a written notice ’s Board of exercise of the Purchase OptionDirectors. Such notice shall specify the number of Shares to be purchased. If purchased and to shall be accompanied by payment in full of the extent the Purchase aggregate Option is not so exercised by the giving of Price for such a notice within such 60-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 60-day periodShares. (bc) Within 10 5 days after his receipt delivery to Xxxxx of the Company's ’s notice of the exercise of the Purchase Option pursuant to subsection (a) aboveSection 3(b), the Employee Xxxxx (or his estate) shall tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchasepurchase in accordance with the terms of this Agreement, duly endorsed in blank by the Employee or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following its receipt ; provided that if Xxxxx (or his estate) fails to deliver such certificate(s) within such 10-day period, then such certificates shall be deemed cancelled as of the date of delivery to Xxxxx of the notice of exercise and payment for such certificate Shares as required pursuant to Section 3(b) and, thereafter, Xxxxx (or certificates, his estate) shall promptly return such certificates to the Company shall deliver by certified or mail to the Employee a check in the amount of the aggregate Option Price thereforregistered mail. (cd) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) aboveSection 3(c), the Company shall not pay any dividend to the Employee Xxxxx on account of such Shares or permit the Employee Xxxxx to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. (e) The Option Price is payable in cash or check. (f) The Company may assign the Purchase Option to one or more persons.

Exercise of Purchase Option and Closing. (a) If the Employee ceases to be employed by the Company before the expiration of the Purchase Option, the The Company may exercise the Purchase Option by delivering or mailing to the Employee (or his estate)Founder, in accordance with Section 148, within 60 days after the termination Cessation of the employment of the Employee with the CompanyEmployment, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 60-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 60-day period. (b) Within 10 days after his receipt of the Company's notice of the exercise of the Purchase Option pursuant to subsection (asubsection(a) above, the Employee (or his estate) Founder shall tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchase, duly endorsed in blank by the Employee Founder or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. Promptly following Upon its receipt of such certificate or certificates, the Company shall deliver or mail to the Employee Founder a check in the amount of the aggregate Option Price therefor. (c) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Employee Founder on account of such Shares or permit the Employee Founder to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. (d) The Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of the Founder to the Company or in cash (by check) or both. (e) The Company shall not purchase any fraction of a Share upon exercise of the Purchase Option, and any fraction of a Share resulting from a computation made pursuant to Section 1 of this Agreement shall be rounded upward to the nearest whole Share.