Common use of Form of Exercise Clause in Contracts

Form of Exercise. Each election to exercise this option shall be in writing, signed by the Participant (or such electronic notice as is approved by the Company), and received by the Company at its principal office, accompanied by this agreement and payment in full as follows: (1) in cash or by check, payable to the order of the Company; (2) by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share as determined by (or in a manner approved by) the Board (the “Fair Market Value”), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4) to the extent approved by the Board, in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value on the date of exercise; (5) to the extent permitted by applicable law or approved by the Board, in its sole discretion, by payment of such other lawful consideration as the Board may determine; or (6) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares.

Form of Exercise. Each election to exercise this option shall be in writing, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement agreement, and payment in full as follows: (1) in cash or by check, payable to the order of the Company; (2) by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to with the extent approved by the Board of Directors approval of the Company (Board, when the “Board”), in its sole discretionCommon Stock is registered under the Exchange Act, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share as determined by (or in a manner approved by) the Board in good faith (the “Fair Market Value”), provided (i) such method of payment is then permitted under applicable law, law and (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for at least six months prior to such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirementsdelivery; (4) to the extent approved permitted by applicable law and by the Board, in its sole discretion, discretion by (i) delivery of a notice promissory note of “net exercise” the Participant to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value Company on the date of exercise; (5) to the extent permitted by applicable law or approved terms determined by the Board, in its sole discretion, by or (ii) payment of such other lawful consideration as the Board may determine; or (65) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole sharesshare.

Form of Exercise. Each election to exercise this option shall be in writing, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement and payment in full as follows: (1) in cash cash, by check or by checkwire transfer, payable to the order of the Company; (2) by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share as determined by (or in a manner approved by) the Board (the “Fair Market Value”), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4) to the extent approved by the Board, in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value on the date of exercise; (5) to the extent permitted by applicable law or and approved by the Board, in its sole discretion, by payment of such other lawful consideration as the Board may determine; or (6) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares.

Form of Exercise. Each election to exercise this option shall be in writing, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement agreement, and payment in full as follows: (1) in cash or by check, payable to the order of the Company; (2) by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to with the extent approved by the Board of Directors approval of the Company (Board, when the “Board”), in its sole discretionCommon Stock is registered under the Exchange Act, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share as determined by (or in a manner approved by) the Board in good faith (the “Fair Market Value”), provided (i) such method of payment is then permitted under applicable law, law and (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for at least six months prior to such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirementsdelivery; (4) to the extent approved permitted by applicable law and by the Board, in its sole discretion, discretion by (i) delivery of a notice promissory note of “net exercise” the Participant to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value Company on the date of exercise; (5) to the extent permitted by applicable law or approved terms determined by the Board, in its sole discretion, by or (ii) payment of such other lawful consideration as the Board may determine; or (65) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share [or for fewer than ten whole shares].

Form of Exercise. Each election to exercise this option shall be in writing, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement agreement, and payment in full in the manner provided in the Plan. Common Stock purchased upon the exercise of this option shall be paid for as follows: (1) in cash or by check, payable to the order of the Company; (2) by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to when the extent approved by Common Stock is registered under the Board Securities and Exchange Act of Directors of the Company (the “Board”)1934, in its sole discretionas amended, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share as determined by (or in a manner approved by) the Board board of directors of the Company (the “Board”) in good faith (“Fair Market Value”), provided (i) such method of payment is then permitted under applicable law, law and (ii) such Common Stock, if acquired directly from the Company, Company was owned by the Participant for at least six months prior to such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirementsdelivery; (4) to the extent approved permitted under applicable law and permitted by the Board, in its sole discretion, by delivery of a notice of “net exercise” provided that at least an amount equal to the Company, as a result par value of which the Participant would receive (i) the number of shares underlying the portion of this Common Stock being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value on the date of exercise; (5) to the extent permitted by applicable law or approved by the Board, purchased shall be paid in its sole discretion, by payment of such other lawful consideration as the Board may determinecash; or (65) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares.

Form of Exercise. Each election to exercise this option shall be in ----------------- writing, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement agreement, and payment in full full. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share. Common Stock purchased upon the exercise of this option shall be paid for as follows: (1) in cash or by check, payable to the order of the Company; (2) except as the Board of Directors of the Company (the "Board") may, in its sole discretion, otherwise provide, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to when the extent approved by Common Stock is registered under the Board Securities Exchange Act of Directors of the Company 1934 (the “Board”"Exchange Act"), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share as determined by (or in a manner approved by) the Board in good faith (the “"Fair Market Value”"), provided (i) such method of payment is then permitted under applicable law, law and (ii) such Common Stock, if acquired directly from the Company, Company was owned by the Participant for at least six months prior to such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirementsdelivery; (4) to the extent approved permitted by the Board, in its sole discretion, discretion by (i) delivery of a notice promissory note of “net exercise” the Participant to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value Company on the date of exercise; (5) to the extent permitted by applicable law or approved terms determined by the Board, in its sole discretion, by or (ii) payment of such other lawful consideration as the Board may determine; or (65) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares.

Form of Exercise. Each election to exercise this option shall be in writing, signed by the Participant (or such electronic notice as is approved by the Company)Optionee, and received by the Company at its principal office, accompanied by a copy of this agreement and by payment in full as provided below. The Optionee may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than 100 whole shares. Payment shall be as follows: (1i) in cash or by check, payable to the order of the Company; (2ii) by in the sole discretion of the authorized administrator of the Plan, (iA) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (iiB) delivery by the Participant Optionee to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholdingprice; (3iii) to at such time as the extent approved by Common Stock is registered under the Board of Directors of the Company (the “Board”)Exchange Act, in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant Optionee valued at their fair market value per share as determined by (or in a manner approved by) the Board (the “Fair Market Value”), provided (i) such method of payment is then permitted under applicable law, (ii) such which Common Stock, if acquired directly from the Company, Stock was owned by the Participant for Optionee at least six months prior to such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirementsdelivery; (4) to the extent approved by the Board, in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value on the date of exercise; (5iv) to the extent permitted by applicable law or approved by the Boardauthorized administrator of the Plan, in its sole discretion, by payment of such other lawful consideration as the Board authorized administrator of the Plan may determine; or (6v) by any combination of the above permitted forms of payment. The Participant may purchase less than A certificate or certificates for the number of shares covered hereby, provided that no partial Common Shares purchased shall be issued by the Company after the exercise of this the option may be and payment therefor, including the provision for any fractional share or for fewer than ten whole sharesfederal and state withholding taxes, and other applicable employment taxes.

Form of Exercise. Each election to exercise this option shall be in writing, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement and payment in full as follows: (1) in cash or by check, check payable to the order of the Company; (2) by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share as determined by (or in a manner approved by) the Board (the “Fair Market Value”), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4) to the extent approved by the Board, in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this option being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value on the date of exercise; (5) to the extent permitted by applicable law or and approved by the Board, in its sole discretion, by payment of such other lawful consideration as the Board may determine; or (6) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole sharesshare.

Form of Exercise. Each election to exercise this option shall be in writingwriting in the form of the Notice of Stock Option Exercise attached hereto or such other form as the Company shall accept, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement agreement, and payment in full as follows:full, using any of the following methods (unless determined otherwise by the Board of Directors of the Company (the “Board”) in its sole discretion): (1i) in cash or by check, payable to the order of the Company; (2ii) by (iA) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (iiB) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3iii) to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock Shares owned by the Participant Participant, or by attestation to the ownership of a sufficient number of Common Shares, valued at their fair market value per share as determined by (or in a manner approved by) the Board (the “Fair Market Value”)in good faith, provided (iA) such method methods of payment is are then permitted under applicable law, law and (iiB) such Common StockShares, if acquired directly from the Company, was were owned by the Participant for at least six months prior to such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirementsdelivery; (4iv) subject to the extent approved by approval of the Board, in Board of Directors of the Company or its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value on the date of exercise; (5) designee and to the extent permitted by applicable law or approved law, by (A) delivery of a promissory note of the Participant to the Company on terms determined by the Board, in its sole discretion, by or (B) payment of such other lawful consideration as the Board may determine; or (6v) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share share. To the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for fewer than ten whole shareswhich it is vested and not yet exercised until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan.

Form of Exercise. Each election to exercise this option shall be in writing, in the form of the Stock Option Exercise Notice attached as Annex A, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement agreement, and payment in full as follows: (1) in cash or by check, payable to the order of the Company; (2) except as may otherwise be approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share of Common Stock as determined by (or in a manner approved by) the Board (the “Fair Market Value”)Board, provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4) to the extent approved by the Board, Board in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this option being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value fair market value (determined by (or in a manner approved by) the Board) on the date of exercise; (5) to the extent permitted by applicable law or and approved by the Board, in its sole discretion, by payment of such other lawful consideration as the Board may determine; or (6) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole sharesshare.

Form of Exercise. Each election to exercise this option shall be in writing, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement and payment in full as follows: (1) in cash or by check, payable to the order of the Company; (2) by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share as determined by (or in a manner approved by) the Board (the “Fair Market Value”), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4) to the extent approved by the Board, in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value on the date of exercise; (5) to the extent permitted by applicable law or approved by the Board, in its sole discretion, by payment of such other lawful consideration as the Board may determine; or (6) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares.

Form of Exercise. Each election to exercise this option shall be in writing, in the form of the Stock Option Exercise Notice attached as Annex A, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement and agreement, or in such other form (which may be electronic) as is approved by the Company, together with payment in full as follows:: ActiveUS 177212695v.1 (1) in cash or by check, payable to the order of the Company; (2) except as may otherwise be approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share of Common Stock as determined by (or in a manner approved by) the Board (the “Fair Market Value”), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4) to the extent approved by the Board, Board in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this option being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value on the date of exercise; (5) to the extent permitted by applicable law or and approved by the Board, in its sole discretion, by payment of such other lawful consideration as the Board may determine; or (6) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole sharesshare.

Form of Exercise. Each election to exercise this option shall be in writing, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement agreement, and payment in full in the manner provided in this Section 3(a) or indication on such notice of exercise that the Participant wishes to effect a net exercise of this option in accordance with Section 3(a)(4) below. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share. Payment shall be made as follows: (1) in cash or by check, payable to the order of the Company; (2) by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share (as determined by (or in a manner approved by) the Board (the “Fair Market Value”)), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4) to the extent approved by the Board, in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this the option being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this the option being exercised divided by (B) the Fair Market Value on the date of exercise; (5) to the extent permitted by applicable law or approved by the Board, in its sole discretion, by payment of such other lawful consideration as the Board may determine; or (6) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares.

Form of Exercise. Each election to exercise this option shall be in writing, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement agreement, and payment in full in the manner provided in the Plan. Common Stock purchased upon the exercise of this option shall be paid for as follows: (1) in cash or by check, payable to the order of the Company; (2) by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to when the extent approved by Common Stock is registered under the Board Securities and Exchange Act of Directors of the Company (the “Board”)1934, in its sole discretionas amended, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share as determined by (or in a manner approved by) the Board board of directors of the Company (the “Board”) in good faith (“Fair Market Value”), provided (i) such method of payment is then permitted under applicable law, law and (ii) such Common Stock, if acquired directly from the Company, Company was owned by the Participant for at least six months prior to such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirementsdelivery; (4) to the extent approved permitted under applicable law and permitted by the Board, in its sole discretion, by delivery of a notice of “net exercise” provided that at least an amount equal to the Company, as a result par value of which the Participant would receive (i) the number of shares underlying the portion of this Common Stock being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value on the date of exercise; (5) to the extent permitted by applicable law or approved by the Board, purchased shall be paid in its sole discretion, by payment of such other lawful consideration as the Board may determinecash; or (65) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares.

Form of Exercise. Each election to exercise this option shall be in writing, in the form of the Stock Option Exercise Notice attached as Annex A, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement and agreement, or in such other form (which may be electronic) as is approved by the Company, together with payment in full in the manner provided this Section 3(a). The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share. Payment shall be made as follows: (1) in cash or by check, payable to the order of the Company;; ActiveUS 185520303v.2 (2) by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share as (valued in the manner determined by (or in a manner approved by) the Board (the “Fair Market Value”)), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4) to the extent approved by the Board, Board in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this the option being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this the option being exercised divided by (B) the Fair Market Value on the date of exercise; (5) to the extent permitted by applicable law or and approved by the Board, Board in its sole discretion, by payment of such other lawful consideration as the Board may determine; provided, however, that in no event may a promissory note of the Participant be used to pay the exercise price; or (6) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares.

Form of Exercise. Each election to exercise this option shall be accompanied by a completed Notice of Share Option Exercise in writingthe form attached hereto as Exhibit B, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement Agreement, and payment in full in the manner provided as follows: (1) in cash or by check, payable to the order of the Company; (2) by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretionand subject to compliance with applicable law, by delivery (either by actual delivery or attestation) of shares of Common Stock Ordinary Shares owned by the Participant valued at their fair market value per share as (valued in the manner determined by (or in a manner approved by) the Board (the “Fair Market Value”Board), provided (i) such method of payment is then permitted under applicable law, (ii) such Common StockOrdinary Shares, if acquired directly from the Company, was were owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is Ordinary Shares are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4) to the extent approved by the Board, in its sole discretionand subject to compliance with applicable law, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares Shares underlying the portion of this option being exercised, less (ii) such number of shares Shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value fair market value of an Ordinary Share (valued in the manner determined by (or in a manner approved by) the Board) on the date of exercise; (5) to the extent permitted by applicable law or and approved by the Board, in its sole discretion, by payment of such other lawful consideration as the Board may determine; or (6) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares Shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole sharesshare. Ordinary Shares subject to this option will be delivered by the Company as soon as practicable following exercise.

Form of Exercise. Each election to exercise this option shall be in writing, in the form of the Stock Option Exercise Notice attached as Annex A, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement and agreement, or in such other form, which may be electronic, as determined by the Company, together with payment in full of the exercise price and any applicable tax withholding as follows: (1) in cash or by check, payable to the order of the Company; (2) except as may otherwise be approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share of Common Stock as determined by (or in a manner approved by) the Board (the “Fair Market Value”)Board, provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4) to the extent approved by the Board, Board in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this option being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value fair market value (determined by (or in a manner approved by) the Board) on the date of exercise; (5) to the extent permitted by applicable law or and approved by the Board, in its sole discretion, by payment of such other lawful consideration as the Board may determine; or (6) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole sharesshare.

Form of Exercise. Each election to exercise this option shall be in writing, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement agreement, and payment in full in the manner provided in the Plan. Common Stock purchased upon the exercise of this option shall be paid for as follows: (1) in cash or by check, payable to the order of the Company; (2) by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver todeliver promptly to the Company sufficient funds to pay the exercise price and any required tax requiredtax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and irrevocableand unconditional instructions to a creditworthy broker to deliver promptly to the Company cash Companycash or a check sufficient to pay the exercise price and any required tax withholding; (3) to when the extent approved by Common Stock is registered under the Board Securities and Exchange Act of Directors of the Company (the “Board”)1934, in its sole discretionasamended, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair theirfair market value per share as determined by (or in a manner approved by) the Board board of directors ofthe Company (the “Board”) in good faith (“Fair Market Value”), provided (i) such method of methodof payment is then permitted under applicable law, law and (ii) such Common Stock, if acquired directly acquireddirectly from the Company, Company was owned by the Participant for at least six months prior to such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirementsdelivery; (4) to the extent approved permitted under applicable law and permitted by the Board, in its sole discretion, by delivery of a notice of “net exercise” ,provided that at least an amount equal to the Company, as a result par value of which the Participant would receive (i) the number of shares underlying the portion of this Common Stock being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value on the date of exercise; (5) to the extent permitted by applicable law or approved by the Board, purchasedshall be paid in its sole discretion, by payment of such other lawful consideration as the Board may determinecash; or (65) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares.

Form of Exercise. Each election to exercise this option shall be in writing, in the form of the Stock Option Exercise Notice attached as Annex A, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement and agreement, or in such other form (which may be electronic) as is approved by the Company, together with payment in full as follows: (1) in cash or by check, payable to the order of the Company; (2) except as may otherwise be approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share of Common Stock as determined by (or in a manner approved by) the Board (the “Fair Market Value”), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4) to the extent approved by the Board, Board in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this option being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value on the date of exercise; (5) to the extent permitted by applicable law or and approved by the Board, in its sole discretion, by payment of such other lawful consideration as the Board may determine; or (6) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole sharesshare.

Form of Exercise. Each election to exercise this option shall be in writing, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement agreement, and payment in full in the manner provided in the Plan. Common Stock purchased upon the exercise of this option shall be paid for as follows: (1i) in cash or by check, payable to the order of the Company; (2ii) by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3iii) to when the extent approved by Common Stock is registered under the Board Securities and Exchange Act of Directors of the Company (the “Board”)1934, in its sole discretionas amended, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share as determined by (or in a manner approved by) the Board board of directors of the Company (the “Board”) in good faith (“Fair Market Value”), provided (i) such method of payment is then permitted under applicable law, law and (ii) such Common Stock, if acquired directly from the Company, Company was owned by the Participant for at least six months prior to such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirementsdelivery; (4iv) to the extent approved permitted under applicable law and permitted by the Board, in its sole discretion, by delivery of a notice of “net exercise” provided that at least an amount equal to the Company, as a result par value of which the Participant would receive (i) the number of shares underlying the portion of this Common Stock being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value on the date of exercise; (5) to the extent permitted by applicable law or approved by the Board, purchased shall be paid in its sole discretion, by payment of such other lawful consideration as the Board may determinecash; or (6v) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares.

Form of Exercise. Each election to exercise this option shall be in writing, in the form of the Stock Option Exercise Notice attached as Annex A, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement or in such 1 Termination date to be 10 years minus 1 day from Grant Date other form (which may be electronic) as is approved by the Company, and payment in full as follows: (1) in cash or by check, payable to the order of the Company; (2) by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share as (valued in the manner determined by (or in a manner approved by) the Board Board) (the “Fair Market Value”), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4) to the extent approved by the Board, Board in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this option being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value on the date of exercise; (5) to the extent permitted by applicable law or and approved by the Board, in its sole discretion, by payment of such other lawful consideration as the Board may determine; or (6) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole sharesshare. Share of Common Stock subject to this option will be delivered by the Company as soon as practicable following exercise, subject to the terms and conditions of this Agreement.

Form of Exercise. Each election to exercise this option shall be in writing, in the form of the Stock Option Exercise Notice attached as Annex A, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement and agreement, or in such other form (which may be electronic) as is approved by the Company, together with payment in full in the manner provided in this Section 3(a). The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share. Payment shall be made as follows: (1) in cash or by check, payable to the order of the Company; (2) by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share as (valued in the manner determined by (or in a manner approved by) the Board (the “Fair Market Value”)), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4) to the extent approved by the Board, Board in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this the option being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this the option being exercised divided by (B) the Fair Market Value on the date of exercise; (5) to the extent permitted by applicable law or and approved by the Board, Board in its sole discretion, by payment of such other lawful consideration as the Board may determine; or (6) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares.

Form of Exercise. Each election to exercise this option shall be in writing, in the form of the Stock Option Exercise Notice attached as Annex A, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement and agreement, or in such other ActiveUS 177212695v.1 form (which may be electronic) as is approved by the Company, together with payment in full as follows: (1) in cash or by check, payable to the order of the Company; (2) except as may otherwise be approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share of Common Stock as determined by (or in a manner approved by) the Board (the “Fair Market Value”), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4) to the extent approved by the Board, Board in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this option being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value on the date of exercise; (5) to the extent permitted by applicable law or and approved by the Board, in its sole discretion, by payment of such other lawful consideration as the Board may determine; or (6) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole sharesshare.

Form of Exercise. Each election to exercise this option shall be in writing, in the form of the Stock Option Exercise Notice attached as Annex A, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement or in such other form (which may be electronic) as is approved by the Company, and payment in full as follows: (1) in cash or by check, payable to the order of the Company; (2) by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share as (valued in the manner determined by (or in a manner approved by) the Board Board) (the “Fair Market Value”), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4) to the extent approved by the Board, Board in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this option being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value on the date of exercise; (5) to the extent permitted by applicable law or and approved by the Board, in its sole discretion, by payment of such other lawful consideration as the Board may determine; or (6) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole sharesshare. Share of Common Stock subject to this option will be delivered by the Company as soon as practicable following exercise, subject to the terms and conditions of this Agreement.

Form of Exercise. Each election to exercise this option shall be in writing, signed by in the Participant form of the Stock Option Exercise Notice attached as Annex A or in such other form (or such electronic notice which may be electronic) as is approved by the Company), in each case signed by the Participant and received by the Company at its principal office, accompanied by this agreement and payment in full in the manner provided in this Section 3(a). The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share. Payment shall be made as follows: (1) in cash or by check, payable to the order of the Company; (2) by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share as determined by (or in a manner approved by) the Board (the “Fair Market Value”), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4) to the extent approved by the Board, Board in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this the option being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this the option being exercised divided by (B) the Fair Market Value on the date of exercise; (5) to the extent permitted by applicable law or and approved by the Board, in its sole discretion, by payment of such other lawful consideration as the Board may determine; or (6) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares.

Form of Exercise. Each election to exercise this option shall be in writingwriting in the form of the Notice of Stock Option Exercise attached hereto or such other form as the Company may accept, signed by the Participant (or such electronic notice as is approved by the Company), and received by the Company at its principal office, . Such notice shall be accompanied by this agreement and payment in full as follows:using any of the following methods (unless determined otherwise by the Company’s Supervisory Board in its sole discretion): (1i) in cash or by check, payable to the order of the Company; (2ii) by (iA) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (iiB) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3iii) to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock Ordinary Shares owned by the Participant Participant, or by attestation to the ownership of a sufficient number of Ordinary Shares, valued at their fair market value per share as determined by (or in a manner approved by) the Board in good faith, so long as (the “Fair Market Value”), provided (iA) such method methods of payment is are then permitted under applicable law, law and (iiB) such Common StockOrdinary Shares, if acquired directly from the Company, was were owned by the Participant for at least six months prior to such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirementsdelivery; (4iv) subject to the extent approved by the Board, in its sole discretion, by delivery approval of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value on the date of exercise; (5) ’s Supervisory Board or its designee and to the extent permitted by applicable law or approved law, by (A) delivery of a promissory note of the Participant to the Company on terms determined by the Supervisory Board, in its sole discretion, by or (B) payment of such other lawful consideration as the Supervisory Board may determine; or (6v) by any combination of the above permitted forms of payment. The Participant may purchase less fewer than the number of shares Shares covered hereby, provided that but no partial exercise of this option may be for any fractional share or for fewer than ten whole sharesshare.

Form of Exercise. Each election to exercise this option shall be in writing, in the form of the Stock Option Exercise Notice attached as Annex A, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement and agreement, or in such other form (which may be electronic) as is approved by the Company, together with payment in full as follows: (1) in cash or by check, payable to the order of the Company; (2) by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share as determined by (or in a manner approved by) the Board (the “Fair Market Value”), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4) to the extent approved by the Board, in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this option being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value on the date of exercise; (5) to the extent permitted by applicable law or and approved by the Board, in its sole discretion, by payment of such other lawful consideration as the Board may determine; or (6) to the extent permitted by applicable law and approved by the Board, by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole sharesshare.

Form of Exercise. Each election to exercise this option shall be in writing, in the form of the Stock Option Exercise Notice attached as Annex A, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement and agreement, or in such other form (which may be electronic) as is approved by the Company, together with payment in full as follows: (1) in cash or by check, payable to the order of the Company; (2) by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share as determined by (or in a manner approved by) the Board (the “Fair Market Value”), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4) to the extent approved by the Board, in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this option being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value on the date of exercise; (5) to the extent permitted by applicable law or approved by the Board, in its sole discretion, by payment of such other lawful consideration as the Board may determine; or (6) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole sharesshare.

Form of Exercise. Each election to exercise this option shall be in writing, in the form of the Stock Option Exercise Notice attached as Annex A, signed by the Participant (or such electronic notice as is approved by the Company)Participant, and received by the Company at its principal office, accompanied by this agreement and agreement, or in such other form (which may be electronic) as is approved by the Company, together with payment in full in the manner provided this Section 3(a). The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share. Payment shall be made as follows: (1) in cash or by check, payable to the order of the Company; (2) by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to the extent approved by the Board of Directors of the Company (the “Board”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share as (valued in the manner determined by (or in a manner approved by) the Board (the “Fair Market Value”)), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4) to the extent approved by the Board, Board in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this the option being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this the option being exercised divided by (B) the Fair Market Value on the date of exercise; (5) to the extent permitted by applicable law or and approved by the Board, Board in its sole discretion, by payment of such other lawful consideration as the Board may determine; provided, however, that in no event may a promissory note of the Participant be used to pay the exercise price; or (6) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares.

Form of Exercise. Each election to exercise this option shall be in writing, signed by the Participant (or such electronic notice in substantially the form attached hereto as is approved by the Company)Exhibit A, and received by the Company at its principal office, accompanied by this agreement agreement, and payment in full full. Shares of Common Stock purchased upon the exercise of the option evidenced by this Agreement shall be paid for as follows: (1) in cash or by check, payable to the order of the Company; (2) by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; (3) to when the extent approved by Common Stock is registered under the Board Securities Exchange Act of Directors of the Company 1934 (the “BoardExchange Act”), in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value per share (“Fair Market Value”) as determined by (or in a manner approved by) the Company’s Board of Directors (the “Fair Market ValueBoard”), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (4) to the extent approved permitted by applicable law and by the Board, in its sole discretion, by (i) delivery of a notice promissory note of “net exercise” the Participant to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of this being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of this option being exercised divided by (B) the Fair Market Value Company on the date of exercise; (5) to the extent permitted by applicable law or approved terms determined by the Board, in its sole discretion, by or (ii) payment of such other lawful consideration as the Board may determine; or (65) by any combination of the above permitted forms of payment. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole sharesshare.