Common use of Method of Exercise and Payment Clause in Contracts

Method of Exercise and Payment. (a) When exercisable under Paragraphs 2, 3 and 4, the Option may be exercised by written notice, pursuant to Paragraph 9, to the Company's Secretary specifying the number of Option Shares to be purchased and, unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933 (the "Act"), containing the Optionee's acknowledgment, in form and substance satisfactory to the Company, that (i) such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (ii) the Optionee has been advised and understands that (A) the Option Shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (B) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (iii) such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. Notwithstanding the foregoing, if the Company determines that issuance of the Option Shares should be delayed pending (A) registration under federal or state securities laws, (B) the receipt of an opinion that an appropriate exemption from such registration is available, (C) the listing or inclusion of the Option Shares on any securities exchange or an automated quotation system or (D) the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with the issuance of such Shares, the Company may defer exercise of any Option granted hereunder until any of the events described in this Subsection 6(a) has occurred.

Method of Exercise and Payment. (a) When exercisable under Paragraphs Section 2, 3 and 4, the Option may be exercised by written notice, pursuant to Paragraph 9, notice to the Company's Secretary Treasurer specifying the number of Option Shares to be purchased and, unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933 (the "Act"), containing the Optionee's acknowledgment, acknowledgment in form and substance satisfactory to the Company, that the Optionee (ia) is purchasing such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (iib) the Optionee has been advised and understands that (Ai) the Option Shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (Bii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (iiic) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (ivd) has been advised and understands that an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the contained in this Option may be endorsed on the certificatescertificate. The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (a) in cash, (b) by certified or cashier's check payable to the order of the Company, (c) subject to the terms of the Plan (including without limitation, Section 15 of the Plan) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (d) by such other mode of payment as the Board may approve. Such exercise shall be effective upon the actual receipt by the Company's Treasurer of such written notice and payment. In addition, except as provided below, the Optionee may make payment in whole or in part in common shares of beneficial interest in the Company. If payment is made in whole or in part in such shares, then the Optionee shall deliver to the Company certificates registered in the name of the Optionee representing such shares legally and beneficially owned by the Optionee, free of all liens, claims and encumbrances of every kind and having a fair market value (as determined under the Plan) on the date of delivery that is at least as great as the Option Price of the Option Shares with respect to which this Option is to be exercised by payment in such shares, accompanied by powers duly endorsed in blank by the Optionee. Notwithstanding the foregoing, if the Company determines that issuance Committee, in its sole discretion, may refuse to accept Shares in payment of the Option Price or may impose such other limitations and prohibitions on the use of shares of beneficial interest in the Company to exercise this Option as it deems appropriate. In the event the Committee refuses to accept Shares should be delayed pending (A) registration under federal or state securities laws, (B) the receipt of an opinion that an appropriate exemption from such registration is available, (C) the listing or inclusion in payment of the Option Price, any certificates representing Shares on any securities exchange or an automated quotation system or (D) the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with the issuance of such Shares, which were delivered to the Company may defer exercise of any Option granted hereunder until any shall be returned to the Optionee with notice of the events described refusal of the Committee to accept such shares in this Subsection 6(a) has occurredpayment of the Option Price.

Method of Exercise and Payment. (a) When exercisable under Paragraphs Section 2, 3 and 4, the Option may be exercised by written notice, pursuant to Paragraph 9, notice to the Company's Secretary Treasurer specifying the number of Option Shares to be purchased and, unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933 (the "Act"), containing the Optionee's acknowledgmentacknowledgement, in form and substance satisfactory to the Company, that the Optionee (ia) is purchasing such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (iib) the Optionee has been advised and understands that (Ai) the Option Shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (Bii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (iiic) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, laws and (ivd) has been advised and understands that an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the contained in this Option may be endorsed on the certificatescertificate. The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (a) in cash, (b) by certified or cashier's check payable to the order of the Company, (c) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (d) by such other mode of payment as the Committee may approve. Such exercise shall be effective upon the actual receipt by the Company's Treasurer of such written notice and payment. In addition, except as provided below, the Optionee may (1) make a payment of all or any portion of the Option Price by means of delivery to the Company of shares of the Company's Common Stock, (2) make a payment of all or any portion of the Option Price by means of having the Company withhold a number of the Option Shares that would otherwise be issuable to the Optionee upon exercise of the Option, or (3) have the Company withhold a number of Option Shares that would otherwise be issuable to the Optionee upon exercise of the Option sufficient to cover all or a portion of the Company's tax withholding obligations, if any, with respect to the exercise of the Option. If payment is made in whole or in part in shares of the Company's Common Stock, then the Optionee shall deliver to the Company certificates registered in the name of the Optionee representing shares of the Company's Common Stock legally and beneficially owned by the Optionee, free of all liens, claims and encumbrances of every kind and having a fair market value (as determined under the Plan) on the date of delivery that is at least as great as the Option Price of the Option Shares (or relevant portion thereof) with respect to which this Option is to be exercised by payment in shares of Common Stock, accompanied by stock powers duly endorsed in blank by the Optionee. Notwithstanding the foregoing, if the Company determines that issuance Committee, in its sole discretion, may refuse to accept shares of the Company's Common Stock in payment of the Option Price or may impose such other limitation and prohibitions on the use of Option Shares should be delayed pending (A) registration under federal or state securities laws, (B) other shares of the receipt Company's Common Stock to exercise this Option as it deems appropriate. In the event the Committee refuses to accept shares of an opinion that an appropriate exemption from such registration is available, (C) the listing or inclusion Company's Common Stock in payment of the Option Shares on Price, any securities exchange or an automated quotation system or (D) certificates representing shares of the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with the issuance of such Shares, Company's Common Stock which were delivered to the Company may defer exercise shall be returned to the Optionee with notice of any Option granted hereunder until any refusal of the events described Committee to accept such shares in this Subsection 6(a) has occurredpayment of the Option Price.

Method of Exercise and Payment. (a) When exercisable under Paragraphs Section ------------------------------ 2, 3 and 4, the this Option may be exercised by written notice, pursuant to Paragraph 9Section 8, to the Company's Secretary Controller specifying the number of Option Shares to be purchased and, unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933 1933, as amended (the "Act"), and current registrations under all applicable state securities laws, containing the Optionee's acknowledgment, in form and substance satisfactory to the Company, that the Optionee (ia) is purchasing such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the ActAct or any state securities laws), (iib) the Optionee has been advised and understands that (Ai) the Option Shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (Bii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, and (iiic) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable federal and state securities laws. The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (a) in cash, and (ivb) an appropriate legend referring by certified check payable to the foregoing restrictions order of the Company or (c) by a combination of the foregoing. Such exercise shall be effective upon the actual receipt by the Company's Controller of such written notice and payment. In addition, except as provided below, the Optionee may make payment in whole or in part in shares of the Company's Common Stock held by the Optionee for more than six months. If payment is made in whole or in part in shares of the Company's Common Stock, then the Optionee shall deliver to the Company certificates registered in the name of the Optionee representing shares of the Company's Common Stock legally and beneficially owned by the Optionee, free of all liens, claims and encumbrances of every kind and having a Fair Market Value (as defined in the Plan) on transfer and any other restrictions imposed under the date of delivery of such notice that is not greater than the Option may Price of the Option Shares with respect to which the Option is to be exercised, accompanied by stock powers duly endorsed on in blank by the record holder of the shares represented by such certificates. Notwithstanding the foregoing, if the Company determines that issuance Committee, in its sole discretion, may refuse to accept shares of the Company's Common Stock in payment of the Option Shares should Price. In that event, any certificates representing shares of the Company's Common Stock which were delivered to the Company shall be delayed pending (A) registration under federal or state securities laws, (B) returned to the receipt Optionee with notice of an opinion that an appropriate exemption from the refusal of the Committee to accept such registration is available, (C) the listing or inclusion shares in payment of the Option Shares on any securities exchange or an automated quotation system or (D) the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with the issuance of such SharesPrice. Furthermore, the Company Committee may defer exercise impose such limitations and prohibitions on the use of any Option granted hereunder until any shares of the events described in this Subsection 6(a) has occurredCompany's Common Stock to exercise the Option as it deems appropriate.

Method of Exercise and Payment. (a) When exercisable under Paragraphs Section 2, 3 and 4, the this Option may be exercised by written notice, pursuant to Paragraph 9Section 8, to the Company's Secretary Controller specifying the number of Option Shares to be purchased and, unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933 1933, as amended (the "Act"), and current registrations under all applicable state securities laws, containing the Optionee's acknowledgmentacknowledgement, in form and substance satisfactory to the Company, that Optionee (ia) is purchasing such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the ActAct or any state securities laws), (iib) the Optionee has been advised and understands that (Ai) the Option Shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and transfer, (Bii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, and (iiic) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable federal and state securities laws. The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (a) in cash, and (ivb) an appropriate legend referring by certified check payable to the foregoing restrictions order of the Company or (c) by a combination of the foregoing. Such exercise shall be effective upon the actual receipt by the Company's Controller of such written notice and payment. In addition, except as provided below, Optionee may make payment in whole or in part in shares of the Company's Common Stock held by the Optionee for more than six months. If payment is made in whole or in part in shares of the Company's Common Stock, then Optionee shall deliver to the Company certificates registered in the name of Optionee representing shares of the Company's Common Stock legally and beneficially owned by Optionee, free of all liens, claims and encumbrances of every kind and having a Fair Market Value (as defined in the Plan) on transfer and any other restrictions imposed under the date of delivery of such notice that is not greater than the Option may Price of the Option Shares with respect to which the Option is to be exercised, accompanied by stock powers duly endorsed on in blank by the record holder of the shares represented by such certificates. Notwithstanding the foregoing, if the Company determines that issuance Committee, in its sole discretion, may refuse to accept shares of the Company's Common Stock in payment of the Option Shares should Price. In that event, any certificates representing shares of the Company's Common Stock which were delivered to the Company shall be delayed pending (A) registration under federal or state securities laws, (B) returned to Optionee with notice of the receipt refusal of an opinion that an appropriate exemption from the Committee to accept such registration is available, (C) the listing or inclusion shares in payment of the Option Shares on any securities exchange or an automated quotation system or (D) the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with the issuance of such SharesPrice. Furthermore, the Company Committee may defer exercise impose such limitations and prohibitions on the use of any Option granted hereunder until any shares of the events described in this Subsection 6(a) has occurredCompany's Common Stock to exercise the Option as it deems appropriate.

Method of Exercise and Payment. (a) When exercisable under Paragraphs Section 2, 3 and 4, the Option may be exercised by written notice, pursuant to Paragraph 9, notice to the Company's Secretary Treasurer specifying the number of Option Shares to be purchased and, unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933 (the "Act"), containing the Optionee's acknowledgmentacknowledgement, in the form and substance satisfactory to the Company, that the Optionee (ia) is purchasing such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (iib) the Optionee has been advised and understands understand that (Ai) the Option Shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (Bii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (iiic) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable United State federal and state securities laws, and (ivd) has been advised and understands that an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the contained in this Option may be endorsed on the certificatescertificate. Notwithstanding The notice shall be accompanied by payment of the foregoing, if the Company determines that issuance aggregate Option Price of the Option Shares should be delayed pending being purchased and nay additional amount which the Optionee is required to pay to the Company pursuant to the provision of Section 11 hereof (Aa) registration under federal or state securities lawsin cash, (Bb) by certified or cashier's check payable to the receipt of an opinion that an appropriate exemption from such registration is available, (C) the listing or inclusion order of the Option Shares on any securities exchange or an automated quotation system Company, or (Dc) by such other mode of payment as the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with Committee may approve. Such exercise shall be effective upon the issuance actual receipt by the Company's Treasurer of such Shares, the Company may defer exercise of any Option granted hereunder until any of the events described in this Subsection 6(a) has occurredwritten notice and payment.

Method of Exercise and Payment. (a) When exercisable under Paragraphs Section 2, 3 and 4, the ------------------------------ Option may be exercised by written notice, pursuant to Paragraph 9Section 8, to the Company's Secretary Treasurer specifying the number of Option Shares to be purchased and, unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933 (the "Act")) and current registrations under all applicable state securities laws, containing the Optionee's acknowledgment, in form and substance satisfactory to the Company, that the Optionee (ia) is purchasing such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (iib) the Optionee has been advised and understands that (Ai) the Option Shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer transfer, and (Bii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (iiic) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (ivd) has been advised that an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (a) in cash, (b) by certified check payable to the order of the Company, or (c) by a combination of the foregoing. Such exercise shall be effective upon the actual receipt by the Company's Treasurer of written notice of exercise and payment. In addition, except as provided below, the Optionee may make payment in whole or in part in shares of the Company's Common Stock held by the Optionee. For purposes of determining the amount of payment, such shares shall be valued at their fair market value on the date of exercise as determined by the Board. If payment is made in whole or in part in shares of the Company's Common Stock, then the Optionee shall deliver to the Company certificates registered in the name of the Optionee representing shares of the Company's Common Stock legally and beneficially owned by the Optionee, free of all liens, claims and encumbrances of every kind, accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates. Notwithstanding the foregoing, if the Company determines that issuance Board, in its sole discretion, may refuse to accept shares of the Company's Common Stock in payment of the Option Shares should Price. In that event, any certificates representing shares of the Company's Common Stock which were delivered to the Company shall be delayed pending (A) registration under federal or state securities laws, (B) returned to the receipt Optionee with notice of an opinion that an appropriate exemption from the refusal of the Board to accept such registration is available, (C) the listing or inclusion shares in payment of the Option Shares on any securities exchange or an automated quotation system or (D) the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with the issuance of such SharesPrice. Furthermore, the Company Board may defer impose from time to time such limitations and prohibitions on the use of shares of the Company's Common Stock for payment upon exercise of any the Option granted hereunder until any of the events described as it deems appropriate in this Subsection 6(a) has occurredits sole discretion.

Method of Exercise and Payment. (a) When exercisable under Paragraphs Section 2, 3 and 4, the Option may be exercised by written notice, pursuant to Paragraph 9, notice to the Company's Secretary ’s Treasurer specifying the number of Option Shares to be purchased and, unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933 (the "“Act"”), containing the Optionee's acknowledgment, ’s acknowledgment in form and substance satisfactory to the Company, that the Optionee (ia) is purchasing such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (iib) the Optionee has been advised and understands that (Ai) the Option Shares have not been registered under the Act and are "“restricted securities" ” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (Bii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (iiic) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (ivd) has been advised and understands that an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the contained in this Option may be endorsed on the certificatescertificate. The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (a) in cash, (b) by certified or cashier’s check payable to the order of the Company, (c) subject to the terms of the Plan (including without limitation, Section 15 of the Plan) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (d) by such other mode of payment as the Board may approve. Such exercise shall be effective upon the actual receipt by the Company’s Treasurer of such written notice and payment. In addition, except as provided below, the Optionee may make payment in whole or in part in common shares of beneficial interest in the Company. If payment is made in whole or in part in such shares, then the Optionee shall deliver to the Company certificates registered in the name of the Optionee representing such shares legally and beneficially owned by the Optionee, free of all liens, claims and encumbrances of every kind and having a fair market value (as determined under the Plan) on the date of delivery that is at least as great as the Option Price of the Option Shares with respect to which this Option is to be exercised by payment in such shares, accompanied by powers duly endorsed in blank by the Optionee. Notwithstanding the foregoing, if the Company determines that issuance Committee, in its sole discretion, may refuse to accept Shares in payment of the Option Price or may impose such other limitations and prohibitions on the use of shares of beneficial interest in the Company to exercise this Option as it deems appropriate. In the event the Committee refuses to accept Shares should be delayed pending (A) registration under federal or state securities laws, (B) the receipt of an opinion that an appropriate exemption from such registration is available, (C) the listing or inclusion in payment of the Option Price, any certificates representing Shares on any securities exchange or an automated quotation system or (D) the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with the issuance of such Shares, which were delivered to the Company may defer exercise of any Option granted hereunder until any shall be returned to the Optionee with notice of the events described refusal of the Committee to accept such shares in this Subsection 6(a) has occurredpayment of the Option Price.

Method of Exercise and Payment. (a) When exercisable under Paragraphs 2, 3 and 4, the This Option may be exercised by written noticefrom time to time, pursuant to Paragraph 9in whole or in part, to the Company's Secretary specifying extent exercisable, only by delivery to an officer of the number Company of the original of this Option Shares with an appropriate Notice of Exercise duly signed by the holder, together with the full purchase price of the shares purchased pursuant to the exercise of the Option; provided, however, that this Option may not be purchased and, unless exercised if such exercise would violate any law or governmental order or regulation. If the offer and sale of the shares subject to the Option Shares are covered by a then current registration statement or a Notification under Regulation A has not been registered under the Securities Act of 1933 1933, as amended (the "Act"), containing the Optionee's acknowledgment, in form and substance satisfactory Optionee shall deliver to the Company, that (i) such Option Shares are being purchased for at the time of exercise, an Appropriate "investment letter" in form and not for distribution or resale (other than a distribution or resale whichcontent satisfactory to the Company unless, in the opinion of counsel satisfactory to for the Company, may the shares issued would not be made without violating the registration provisions of the Act), (ii) the Optionee has been advised and understands that (A) the Option Shares have not been registered under the Act and are deemed "restricted securities" within the meaning of Rule 144 under such Act or the Act rules and are subject regulations promulgated thereunder. Payment for the shares purchased pursuant to restrictions on transfer and (B) any exercise shall be made in full at the time of such exercise in cash or by check payable to the order of the Company is under no obligation to register or in Common Stock of the Option Shares under the Act or to take any action which would make available to Company, having been owned by the Optionee any exemption from for a period of six (6) months prior to such registrationexercise, (iii) such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to valued as of the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. Notwithstanding the foregoing, if the Company determines that issuance date of exercise of the Option Shares should be delayed pending (A) registration under federal or state securities lawsat Fair Market Value. Optionee agrees to have withheld from any remuneration payable to him by the Company and/or to pay to the Company, (B) at the receipt time of an opinion that an appropriate exemption from such registration is available, (C) the listing or inclusion exercise of the Option Shares on Option, an amount which is required to be withheld or paid pursuant to any securities exchange Federal, State or an automated quotation system local tax or (D) revenue laws or regulations, as may be determined by the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with the issuance of Company. The Optionee may satisfy such Shares, tax withholding by instructing the Company may defer exercise to withhold such number of any option shares exercised which, when valued at Fair Market Value on the date of Exercise, equal the total tax obligations required to be withheld. Stock Option granted hereunder until any of the events described in this Subsection 6(aAgreement (Not Issued Under Any Stock Option Plan) has occurred.Stupid PC, Inc.

Method of Exercise and Payment. (a) When exercisable under Paragraphs 2, 3 and 4, the Option may be exercised by written notice, pursuant to Paragraph 9, to the Company's Secretary specifying the number of Option Shares to be purchased and, unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933 (the "Act"), containing the Optionee's acknowledgment, in form and substance satisfactory to the Company, that (i) such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (ii) the Optionee has been advised and understands that (A) the Option Shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (B) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (iii) such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and 11 (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. Notwithstanding the foregoing, if the Company determines that issuance of the Option Shares should be delayed pending (A) registration under federal or state securities laws, (B) the receipt of an opinion that an appropriate exemption from such registration is available, (C) the listing or inclusion of the Option Shares on any securities exchange or an automated quotation system or (D) the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with the issuance of such Shares, the Company may defer exercise of any Option granted hereunder until any of the events described in this Subsection 6(a) has occurred.