Common use of Securities Regulation Clause in Contracts

Securities Regulation. Shares will not be issued with respect to this option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto complies with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed. As a condition to the exercise of this option, the Company may require you to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the aforementioned laws. At the option of the Company, a stop-transfer order against any shares of stock may be placed on the official stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates in order to assure exemption from registration. The Company may also require such other action or agreement by you as may from time to time be necessary to comply with the federal and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THIS OPTION OR THE SHARES ISSUABLE HEREUNDER, but if the Company has filed or is filing a Registration Statement on Form S-8 or any successor form for the registration of securities issued under stock option or other employee benefit plans, the Company hereby undertakes to include the shares issuable hereunder in any such registration. Should any of the Company's capital stock of the same class as the stock subject to this option be listed on a national securities exchange, all shares issued hereunder if not previously listed on such exchange will be authorized by that exchange for listing thereon prior to the issuance thereof. Please execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, APPLIED VOICE TECHNOLOGY, INC. By _____________________________ Its ____________________________ ACCEPTANCE AND ACKNOWLEDGMENT I, a resident of the State of Oregon, accept the nonqualified stock option described herein. I have read and understand the Agreement. Dated: _______________

Securities Regulation. Shares will not be issued with respect to this option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto complies with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed. As a condition to the exercise of this option, the Company may require you to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the aforementioned laws. At the option of the Company, a stop-transfer order against any shares of stock may be placed on the official stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates in order to assure exemption from registration. The Company may also require such other action or agreement by you as may from time to time be necessary to comply with the federal and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THIS OPTION OR THE SHARES ISSUABLE HEREUNDER, but if the Company has filed or is filing a Registration Statement on Form S-8 or any successor form for the registration of securities issued under stock option or other employee benefit plans, the Company hereby undertakes to include the shares issuable hereunder in any such registration. Should any of the Company's capital stock of the same class as the stock subject to this option be listed on a national securities exchange, all shares issued hereunder if not previously listed on such exchange will be authorized by that exchange for listing thereon prior to the issuance thereof. Please execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, APPLIED VOICE TECHNOLOGYPROTOCOL SYSTEMS, INC. By _____________________________ Its ____________________________ By: ------------------------------------ ACCEPTANCE AND ACKNOWLEDGMENT ACKNOWLEDGMENT I, Xxxxx X. Xxxxxxxx, a resident of the State of Oregon, accept the nonqualified stock option described herein. I have read and understand the Agreement. Dated: _______________----------------------- -------------------------------------- Xxxxx X. Xxxxxxxx

Securities Regulation. Shares will not be issued with respect pursuant to this option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto complies with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed. As a condition to the exercise of this option, the Company may require you to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the aforementioned laws. At the option of the Company, a stop-transfer order against any shares of stock may be placed on the official stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates in order to assure exemption from registration. The Company may also require such other action or agreement by you as may from time to time be necessary to comply with the federal and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THIS OPTION OR THE SHARES ISSUABLE HEREUNDER, but if the Company has filed or is filing a Registration Statement on Form S-8 or any successor form for the registration of securities issued under stock option or other employee benefit plans, the Company hereby undertakes to include the shares issuable hereunder in any such registration. Should any of the Company's capital stock of the same class as the stock subject to this option be listed on a national securities exchange, all shares issued hereunder if not previously listed on such exchange will be authorized by that exchange for listing thereon prior to the issuance thereof. Please execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, APPLIED VOICE TECHNOLOGYAMAZXX.XXX, INCXXC. By _____________________________ Jeff X. Xxxxx ---------------------------- Its ____________________________ ACCEPTANCE AND ACKNOWLEDGMENT I, a resident of the State of Oregon, accept the nonqualified stock option described herein. I have read and understand the Agreement. Dated: _______________President ---------------------------

Securities Regulation. Shares will not be issued with respect pursuant to this option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto complies with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed. As a condition to the exercise of this option, the Company may require you to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the aforementioned laws. At the option of the Company, a stop-transfer order against any shares of stock may be placed on the official stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates in order to assure exemption from registration. The Company may also require such other action or agreement by you as may from time to time be necessary to comply with the federal and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THIS OPTION OR THE SHARES ISSUABLE HEREUNDER, but if the Company has filed or is filing a Registration Statement on Form S-8 or any successor form for the registration of securities issued under stock option or other employee benefit plans, the Company hereby undertakes to include the shares issuable hereunder in any such registration. Should any of the Company's capital stock of the same class as the stock subject to this option be listed on a national securities exchange, all shares issued hereunder if not previously listed on such exchange will be authorized by that exchange for listing thereon prior to the issuance thereof. Please execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, APPLIED VOICE TECHNOLOGYAMAZXX.XXX, INCXXC. By _____________________________ Its ____________________________ ACCEPTANCE AND ACKNOWLEDGMENT I, a resident of the State of Oregon, accept the nonqualified stock option described herein. I have read and understand the Agreement. Dated: _______________

Securities Regulation. Shares will shall not be issued with respect to this option Option unless the exercise of such option Option and the issuance and delivery of such shares pursuant thereto complies shall comply with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange or inter-dealer quotation system upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance, including the availability of an exemption from registration for the issuance and sale of any shares hereunder. Inability of the Company to obtain from any regulatory body having jurisdiction the authority deemed by the Company's counsel to be necessary for the lawful issuance and sale of any shares hereunder or the unavailability of an exemption from registration for the issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the nonissuance or sale of such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of this optionthe Option, the Company may require you the Optionee to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the aforementioned laws. At the option of the Company, a stop-transfer order against any shares of stock may be placed on the official stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred, transferred unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates in order to assure exemption from registration. The Company may also require such other action or agreement by you the Optionee as it may from time to time deem to be necessary to comply with the federal and state securities lawsor advisable. THE COMPANY SHALL NOT BE OBLIGATED, BY REASON OF THIS PROVISION SHALL NOT OBLIGATE THE COMPANY OR OTHERWISE, TO UNDERTAKE REGISTRATION OF THIS OPTION THE OPTIONS OR THE SHARES ISSUABLE STOCK HEREUNDER, but if the Company has filed or is filing a Registration Statement on Form S-8 or any successor form for the registration of securities issued under stock option or other employee benefit plans, the Company hereby undertakes to include the shares issuable hereunder in any such registration. Should any of the Company's capital stock of the same class as the stock subject to this option the Option granted hereunder be listed on a national securities exchange, all shares stock issued hereunder if not previously listed on such exchange will or inter-dealer quotation system shall be authorized by that exchange or system for listing thereon prior to the issuance thereof. Please execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, APPLIED VOICE TECHNOLOGY, INC. By _____________________________ Its ____________________________ ACCEPTANCE AND ACKNOWLEDGMENT I, a resident of the State of Oregon, accept the nonqualified stock option described herein. I have read and understand the Agreement. Dated: _______________.

Securities Regulation. Shares will not be issued with respect to this option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto complies with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed. As a condition to the exercise of this option, the Company may require you to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the aforementioned laws. At the option of the Company, a stop-transfer order against any shares of stock may be placed on the official stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates in order to assure exemption from registration. The Company may also require such other action or agreement by you as may from time to time be necessary to comply with the federal and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THIS OPTION OR THE SHARES ISSUABLE HEREUNDER, but if the Company has filed or is filing a Registration Statement on Form S-8 or any successor form for the registration of securities issued under stock option or other employee benefit plans, the Company hereby undertakes to include the shares issuable hereunder in any such registration. Should any of the Company's capital stock of the same class as the stock subject to this option be listed on a national securities exchange, all shares issued hereunder if not previously listed on such exchange will be authorized by that exchange for listing thereon prior to the issuance thereof. Please execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, APPLIED VOICE TECHNOLOGY, INC. By By________________________________ Its ____________________________ ACCEPTANCE AND ACKNOWLEDGMENT I, a resident of the State of OregonArizona, accept the nonqualified stock option described herein. I have read and understand the Agreement. Dated: _______________