Common use of Withdrawal Rights and Change of Election Clause in Contracts

Withdrawal Rights and Change of Election. You may only withdraw your tendered options or change your election in accordance with the provisions of this Section. You may withdraw your tendered options at any time before 9:00 p.m., Pacific Daylight Time, on May 1, 2001. If we extend the offer beyond that time, you may withdraw your tendered options at any time until the extended expiration of the offer. In addition, if we have not accepted your tendered options for exchange by 9:00 p.m., Pacific Daylight Time, on May 25, 2001, you may withdraw your tendered options at any time after May 25, 2001. To validly withdraw tendered options, you must deliver to Marcxx Xxxxxx xxx facsimile (fax # (650) 000-0000) xx hand delivery, in accordance with the procedures listed in Section 4 above, a signed and dated Notice to Change Election From Accept to Reject, with the required information, while you still have the right to withdraw the tendered options. To validly change your election regarding the tender of particular options, you must deliver a new Election Form to Marcxx Xxxxxx xxx facsimile (fax # (650) 356-0000) xx hand delivery, in accordance with the procedures listed in Section 4 above. If you deliver a new Election Form that is properly signed and dated, it will replace any previously submitted Election Form, which will be disregarded. The new Election Form must be signed and dated and must specify: - the name of the option holder who tendered the options, - the grant number of all options to be tendered, - the grant date of all options to be tendered, - the exercise price of all options to be tendered, and - the total number of unexercised option shares subject to each option to be tendered. Except as described in the following sentence, the Notice to Change Election From Accept to Reject and any new or amended Election Form must be executed by the option holder who tendered the options to be withdrawn exactly as the option holder's name appears on the option agreement or agreements evidencing such options. If the signature is

Withdrawal Rights and Change of Election. You may only withdraw your tendered options or change your election in accordance with the provisions of this Section. You may withdraw your tendered options at any time before 9:00 p.m., Pacific Daylight Standard Time, on May 1December 17, 2001. If we extend the offer beyond that time, you may withdraw your tendered options at any time until the extended expiration of the offer. In addition, if we have not accepted your tendered options for exchange by 9:00 p.m., Pacific Daylight Standard Time, on May 25January 11, 20012002, you may withdraw your tendered options at any time after May 25January 11, 20012002. To validly withdraw tendered options, you must deliver to Marcxx Xxxxxx xxx Melanie Sherk via facsimile (fax # (650) 000930-00001606) xx or hand delivery, in accordance xx xxxxxxxxce with the procedures listed in xxxxxx xx xxxs Section 4 above5, a signed and dated Notice to Change Election From Accept to RejectWithdraw from the Offer, with the required information, while you still have the right to withdraw the tendered options. To validly change your election regarding the tender of particular options, you must deliver a new Election Form to Marcxx Xxxxxx xxx Melanie Sherk via facsimile (fax # (650) 356930-00001606) xx or hand delivery, in accordance xx xxxxxxxxce with the procedures listed in listex xx xxxs Section 4 above5. If you deliver a new Election Form that is properly signed and dated, it will replace any previously submitted Election Form, which will be disregarded. The new Election Form must be signed and dated and must specify: - . the name of the option holder who tendered the options, - . the grant number of all options to be tendered, - . the grant date of all options to be tendered, - . the exercise price of all options to be tendered, and - . the total number of unexercised option shares subject to each option to be tendered. Even if you change your election regarding the tender of certain option grants, your continued participation in the offer means that you must tender all grants received since May 16, 2001, including any options granted between the date the offer commences and the Cancellation Date. Except as described in the following sentencesentences, the Notice to Change Election From Accept to Reject Withdraw from the Offer and any new or amended Election Form must be executed by the option holder who tendered the options to be withdrawn exactly as the option holder's name appears on the option agreement or agreements evidencing such options. If the option holder's name has legally been changed since the signing of the option agreement, the option holder must submit proof of the legal name change. If the signature isis by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, the signer's full title and proper evidence of the authority of such person to act in that capacity must be indicated on the notice of withdrawal. You may not rescind any withdrawal, and any options you withdraw will thereafter be deemed not properly tendered for purposes of the offer, unless you properly re-tender those options before the expiration date by following the procedures described in Section 5 of this Offer to Exchange. Neither we nor any other person is obligated to give notice of any defects or irregularities in any Notice to Withdraw from the Offer or any new or amended Election Form, nor will anyone incur any liability for failure to give any notice. We will determine, in our discretion, all questions as to the form and validity, including time of receipt, of Notices to Withdraw from the Offer and new or amended Election Forms. Our determination of these matters will be final and binding.

Withdrawal Rights and Change of Election. You may only withdraw your tendered options or change your election with respect to your Eligible Options only in accordance with the provisions of this Sectionsection. You may withdraw change your tendered options election with respect to your Eligible Options at any time before 9:00 the Expiration Date, which is expected to be 5:00 p.m., Pacific Daylight Time, on May July 1, 20012010 unless we extend the Offer. If we extend the offer beyond that timeOffer, you may change your Eligible Options at any time until the extended Expiration Date. In addition, although we intend to accept all validly tendered Eligible Options promptly after the expiration of this Offer, if we have not accepted your options by midnight, Pacific Time, on July 27, 2010, you may withdraw your tendered options at any time until the extended expiration of the offer. In addition, if we have not accepted your tendered options for exchange by 9:00 p.m., Pacific Daylight Time, on May 25, 2001, you may withdraw your tendered options at any time after May 25, 2001. To validly withdraw tendered options, you must deliver to Marcxx Xxxxxx xxx facsimile (fax # (650) 000-0000) xx hand delivery, in accordance with the procedures listed in Section 4 above, a signed and dated Notice to Change Election From Accept to Reject, with the required information, while you still have the right to withdraw the tendered optionsthereafter. To validly change or withdraw your election regarding the tender of particular optionswith respect to your Eligible Options, you must properly complete and deliver a new Election Form to Marcxx Xxxxx X. Xxxxxx xxx either via facsimile at (fax # (650000) 356000-0000) xx , or by hand deliverydelivery to Xxxxx X. Xxxxxx at Socket Mobile, Inc., 00000 Xxxxxx Xxxxx, Xxxxxx, XX 00000 before 5:00 p.m., Pacific Time, on July 1, 2010, unless we extend the Offer. You may change your mind as many times as you wish, but you will be bound by the last properly submitted Election Form we receive before the Expiration Date. Neither we nor any other person is obligated to give you notice of any defects or irregularities in any Election Form, nor will anyone incur any liability for failure to give any notice. We will determine, in accordance with our discretion, all questions as to the procedures listed in Section 4 aboveform and validity, including time of receipt, of Election Forms. Our determination of these matters will be final and binding. The delivery of all documents, including Election Forms, is at your risk. Only documents that are complete, signed and actually received by Xxxxx X. Xxxxxx by the deadline will be accepted. Documents submitted by any other means, including interoffice or U.S. mail (or other post) and Federal Express (or similar delivery service), are not permitted. We intend to confirm the receipt of your Election Form by e-mail or U.S. mail dated or postmarked within two (2) U.S. business days of the receipt of your Election Form. If you deliver a new Election Form have not received an e-mail or letter confirmation, we recommend that is properly signed and dated, it will replace any previously submitted you confirm that we have received your Election Form. 6. Acceptance of options for exchange and issuance of New Options. Upon the terms and conditions of this Offer and promptly following the expiration of this Offer, we will accept for exchange and cancel all Eligible Options properly elected for exchange and not validly withdrawn before the expiration of this Offer. Once the Eligible Options are cancelled, you will no longer have any rights with respect to those Eligible Options. In addition, as discussed in Sections 9 and 14 of this Offer to Exchange, your New Options will be classified as Incentive Stock Options for U.S. tax purposes if replacing Incentive Stock Options (subject to certain limitations prescribed in the U.S. tax code) and your New Options will be classified as nonstatutory stock options for U.S. tax purposes if replacing nonstatutory stock options. Subject to the terms and conditions of this Offer, if your Eligible Options are properly tendered by you for exchange and accepted by us, these Eligible Options will be cancelled as of the Cancellation Date, which will be disregarded. The new Election Form must be signed and dated and must specify: - the name of the option holder who tendered the options, - the grant number of all options we anticipate to be tenderedJuly 1, - the grant date of all options to be tendered, - the exercise price of all options to be tendered, and - the total number of unexercised option shares subject to each option to be tendered. Except as described in the following sentence, the Notice to Change Election From Accept to Reject and any new or amended Election Form must be executed by the option holder who tendered the options to be withdrawn exactly as the option holder's name appears on the option agreement or agreements evidencing such options. If the signature is2010.

Withdrawal Rights and Change of Election. You may only withdraw your tendered options or change your election in accordance with the provisions of this SectionSection 5. If your employment with us terminates prior to the Expiration Date, your tendered options will automatically be withdrawn. If automatically withdrawn, you may exercise those options to the extent they are vested at the time of your termination, but only during the limited period for which those options remain exercisable pursuant to your option agreement following your termination. You may withdraw your tendered options at any time before 9:00 p.m., Pacific Daylight Time, on May 1June 24, 20012003. If we extend the offer beyond that time, you may withdraw your tendered options at any time until the extended expiration of Expiration Date. We expect to accept and cancel all properly tendered Eligible Options and Required Options promptly on the offerCancellation Date. In additionHowever, if we have not accepted and canceled your properly tendered options for exchange by 9:00 p.m.July 23, Pacific Daylight Time, on May 25, 20012003, you may withdraw your tendered options at any time on and after May 25July 23, 20012003. To validly withdraw your tendered options, you must must, in accordance with the terms of the Notice to Withdraw from the Offer (in the form attached as Annex 2) and its accompanying instructions, properly complete, execute and deliver the Notice to Marcxx Xxxxxx xxx Withdraw from the Offer to us via facsimile (fax # number (650000) 000-0000) xx or hand delivery, in accordance with the procedures listed in Section 4 abovecourier or mail to Xxxx Xxxx, a signed and dated Notice to Change Election From Accept to RejectSEC Reporting Manager, with the required informationat XXX, Inc., 0000 Xxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxx 00000, while you still have the right to withdraw the your tendered options. To validly change your election regarding the tender of particular optionsWE WILL NOT ACCEPT DELIVERY OF A NOTICE TO WITHDRAW FROM THE OFFER BY E-MAIL. A PROPERLY COMPLETED, you must deliver a new Election Form to Marcxx Xxxxxx xxx facsimile EXECUTED AND DELIVERED NOTICE TO WITHDRAW FROM THE OFFER WILL RESULT IN THE WITHDRAWAL FROM THE OFFER OF ALL OF YOUR TENDERED OPTIONS. YOU MAY NOT SUBMIT SUCH A NOTICE TO WITHDRAW FROM THE OFFER FOR LESS THAN ALL OF YOUR TENDERED OPTIONS (fax # (650INCLUDING BOTH ELIGIBLE OPTIONS AND REQUIRED OPTIONS) 356AND MUST WITHDRAW ALL AND NOT ONLY A PORTION OF A PARTICULAR TENDERED OPTION. IF YOU DO NOT WISH TO WITHDRAW ALL OF YOUR TENDERED OPTIONS FROM THE OFFER, YOU SHOULD NOT SUBMIT A NOTICE TO WITHDRAW FROM THE OFFER. TO CHANGE YOUR ELECTION WITH RESPECT ONLY TO PARTICULAR OPTIONS, YOU SHOULD INSTEAD SUBMIT A NEW ELECTION FORM COVERING THOSE OPTIONS THAT YOU DO WISH TO TENDER. YOU MAY NOT RESCIND ANY WITHDRAWAL, AND OPTIONS YOU WITHDRAW WILL THEREAFTER BE DEEMED NOT PROPERLY TENDERED FOR PURPOSES OF THE OFFER, UNLESS YOU PROPERLY RE-0000) xx hand delivery, in accordance with the procedures listed in Section 4 aboveTENDER THOSE OPTIONS BY DELIVERING A PROPERLY COMPLETED AND EXECUTED ELECTION FORM BEFORE THE EXPIRATION DATE. If you deliver a new Election Form or Notice to Withdraw from the Offer that is properly signed and dated, it will replace any previously submitted Election FormForm or Notice to Withdraw from the Offer, which will be disregarded. The new Election Form must be signed and dated and must specify: - the name of the option holder who tendered the options, - the grant number of all options to be tendered, - the grant date of all options to be tendered, - the exercise price of all options to be tendered, and - the total number of unexercised option shares subject to each option to be tendered. Except as described in the following sentencesentences, the a Notice to Change Election From Accept to Reject and any new or amended Election Form Withdraw from the Offer must be executed by the option holder who tendered the options to be withdrawn exactly as the option holder's name appears on the option agreement or agreements evidencing such options. If the option holder's name has been legally changed since the signing of the option agreement, the option holder must submit proof of the legal name change. If the signature isis by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, the signer's full title and proper evidence of the authority of such person to act in that capacity must be indicated on the Notice to Withdraw from the Offer. Neither XXX nor any other person is obligated to give notice to you of any defects or irregularities in any Notice to Withdraw from the Offer or any new Election Form, nor will anyone incur any liability for failure to give any notice. We will determine, in our discretion, all questions as to the form and validity, including time of receipt, of Notices to Withdraw from the Offer and new Election Forms. Our determination of these matters will be final and binding. THE DELIVERY OF ALL DOCUMENTS, INCLUDING ELECTION FORMS, NOTICES TO WITHDRAW FROM THE OFFER AND ANY OTHER REQUIRED DOCUMENT, IS AT YOUR OWN RISK. IF DELIVERY IS BY MAIL, WE RECOMMEND THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND PROPERLY INSURE YOUR PACKAGE. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY. WE INTEND TO CONFIRM OUR RECEIPT OF ANY NOTICE TO WITHDRAW FROM THE OFFER WITHIN TWO BUSINESS DAYS OF RECEIPT. IF YOU DO NOT RECEIVE CONFIRMATION OF RECEIPT, IT IS YOUR RESPONSIBILITY TO ENSURE THAT WE HAVE RECEIVED YOUR NOTICE TO WITHDRAW FROM THE OFFER.

Withdrawal Rights and Change of Election. You may only withdraw your tendered options or change your election in accordance with the provisions of this Sectionsection. You may withdraw your tendered options at any time before 9:00 p.m.12:00 midnight, Pacific Daylight TimeNew York City time, on May 1December 12, 2001. If we extend the offer beyond that time, you may withdraw your tendered options at any time until the extended expiration of the offer. In addition, if unless we have not previously accepted your tendered options for exchange by 9:00 p.m., Pacific Daylight Time, on May 25, 2001exchange, you may withdraw your tendered options at any time after May 25January 11, 20012002. To validly withdraw tendered options, you must deliver or fax to Marcxx Xxxxxx xxx facsimile (us at one of the addresses or fax # (650) 000-0000) xx hand delivery, in accordance with the procedures numbers listed in Section 4 above, "The Offer - Procedures for tendering options" a signed and dated Notice notice to Change Election From Accept change election from accept to Rejectreject, with the required information, while you still have the right to withdraw the tendered options. To validly change your election regarding the tender of particular options, you must deliver to us at one of the addresses or fax numbers listed in "The Offer - Procedures for tendering options" a new Election Form to Marcxx Xxxxxx xxx facsimile election form (fax # (650) 356-0000) xx hand deliveryor a faxed copy of it), in accordance with the procedures listed set out in Section 4 abovethat section. If you deliver a new Election Form election form that is properly signed and dated, it will replace any previously submitted Election Formelection form, which will be disregarded. The new Election Form must be signed and dated and must specify: - the name of the option holder who tendered the options, - the grant number of all options to be tendered, - the grant date of all options to be tendered, - the exercise price of all options to be tendered, and - the total number of unexercised option shares subject to each option to be tendered. Except as described in the following sentence, the Notice notice to Change Election From Accept change election from accept to Reject reject and any new or amended Election Form election form must be executed by the option holder who tendered the options to be withdrawn exactly as the option holder's name appears on the option agreement or agreements evidencing such options. If the signature isis by an attorney-in-fact, or another person acting in a fiduciary or representative capacity, the signer's full title and proper evidence of the authority of such person to act in that capacity must be indicated on the notice to change election from accept to reject or any new or amended election form. You may not rescind any withdrawal, and any options you withdraw will thereafter be deemed not properly tendered for purposes of the offer, unless you properly re-tender those options before the expiration date by following the procedures described in "The Offer - Procedures for tendering options" and in the election form. Neither we nor any other person is obligated to give notice of any defects or irregularities in any notice to change election from accept to reject or any new or amended election form, nor will anyone incur any liability for failure to give any notice. We will determine, in our discretion, all questions as to the form and validity, including time of receipt, of notices to change election from accept to reject and new or amended election forms. Our determination of these matters will be final and binding. Acceptance of options for exchange and issuance of new options. Upon the terms and conditions of the offer and promptly following the expiration date, we will accept for exchange and cancel options properly tendered and not validly withdrawn before the expiration date. Once the options are cancelled, you will no longer have any rights with respect to those options. Subject to the terms and conditions of this offer, if your options are properly tendered and accepted for exchange, these options will be cancelled as of the date of our acceptance, which we anticipate to be December 14, 2001, and you will be granted new options on June 17, 2002. If we accept and cancel options properly tendered for exchange after December 14, 2001, the date on which the new options will be granted will be similarly delayed. Promptly after we accept and cancel options tendered for exchange, we will issue to you a promise to grant new options. The promise to grant new options will evidence our irrevocable commitment, subject to the terms of the offer, to grant to you, on a date no earlier than June 17, 2002, stock options covering the same number of shares as the options cancelled pursuant to this offer. If we accept options you tender in the offer, you will not be eligible for the grant of other options, such as annual, bonus or promotional options, until the grant date of your new options at the earliest. We will defer the grant to you of these other options to avoid incurring compensation expense against our earnings because of accounting rules that could apply to these interim option grants as a result of the offer. After the grant date of your new options, you will once again be eligible to receive other option grants. Your new options will entitle you to acquire the number of shares which is equal to the number of shares subject to the options you tender, as adjusted for any stock splits, stock dividends and similar events. If, for any reason, you are not an employee of Trintech or one of our subsidiaries through the date we grant the new options, you will not receive any new options or other compensation in exchange for your tendered options which have been cancelled pursuant to this offer. We will not accept partial tenders of option grants. You may, however, tender the remaining portion of an option which you have partially exercised. Accordingly, you may tender one or more of your option grants, but you may only tender all of the unexercised shares subject to that option or none of those shares. If you decide to tender any of your option grants, you will be required to also tender all option grants that you received during the six month period prior to the cancellation of your tendered options. For example, if you received an option grant in June 2000 and a grant in August 2001 and you want to tender your June 2000 option grant, you would also be required to tender your August 2001 option grant. We currently expect to cancel all tendered options on December 14, 2001, which means that if you participate in the offer, you will be required to tender all options granted to you since June 13, 2001. For purposes of the offer, we will be deemed to have accepted options for exchange that are validly tendered and not properly withdrawn as of the time we give oral or written notice to the option holders of our acceptance for exchange of such options, which notice may be made by press release, interoffice memorandum or email. Subject to our rights to extend, terminate and amend the offer, we currently expect that we will accept promptly after the expiration of the offer all properly tendered options that are not validly withdrawn. We will send a promise to grant new options to each option holder from whom we accept properly tendered options. Conditions of the offer. Notwithstanding any other provision of the offer, we will not be required to accept any options tendered for exchange, and we may terminate or amend the offer, or postpone our acceptance and cancellation of any options tendered for exchange, in each case, subject to Rule 13e-4(f)(5) under the U.S. Securities Exchange Act, if at any time on or after November 13, 2001, and prior to the expiration date, any of the following events has occurred, or has been determined by us to have occurred, and, in our reasonable judgment in any case and regardless of the circumstances giving rise to the event, including any action or omission to act by us, the occurrence of such event or events makes it inadvisable for us to proceed with the offer or with such acceptance and cancellation of options tendered for exchange: o there shall have been threatened or instituted or be pending any action or proceeding by any governmental, regulatory or administrative agency or authority that directly or indirectly challenges the making of the offer, the acquisition of some or all of the tendered options pursuant to the offer, or the issuance of new options, or otherwise relates in any manner to the offer, or that, in our reasonable judgment, could materially and adversely affect our business, condition, income, operations or prospects or materially impair (such as by increasing the accounting or other costs of the offer to Trintech) the contemplated benefits of the offer to Trintech, where the contemplated benefits include the opportunity for us to align employee and stockholder interests and offer eligible employees a valuable incentive to stay with Trintech and to achieve high levels of performance (see "The Offer - Purpose of the Offer"); o there shall have been any action threatened, pending or taken, or approval, exemption or consent withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be eligible to the offer or Trintech, by any court or any authority, agency or tribunal that, in our reasonable judgment, would or might directly or indirectly:

Withdrawal Rights and Change of Election. You may only withdraw your tendered options or change your election in accordance with the provisions of this Section. You may withdraw your tendered options at any time before 9:00 p.m., Pacific Daylight Time, on May 1October 12, 2001. If we extend the offer beyond that time, you may withdraw your tendered options at any time until the extended expiration of the offer. In addition, if we have not accepted your tendered options for exchange replacement by 9:00 p.m., Pacific Daylight Time, on May 25November 1, 2001, you may withdraw your tendered options at any time after May 25November 1, 2001. To validly withdraw tendered options, you must deliver to Marcxx Xxxxxx xxx Cindi Fisse or Kim Gonsalves in Stock Administration via facsimile (fax # (650) xxx: 000-0000071-5000) xx hand deliveryxxxx delivery at Redback Networks Inc., Stock Admixxxxxxxxxx, 250 Holger Way, San Jose, CA 95134 (telephone: 408-571-5000), in accordance with the procedures listed acxxxxxxxx xxxx xxx xxxxxxxxxx xxxxxd in Section 4 above0 xxxxx, a signed x xigned and dated Notice to Change Election From Accept to RejectWithdraw from the Offer, with the required information, while you still have the right to withdraw the tendered options. To validly change your election regarding the tender of particular options, you must deliver a new Election Form to Marcxx Xxxxxx xxx Stock Administration via facsimile (fax # fax: 408-571-5175) or hand delivery to Cindi Fisse or Kim Gonsalves at Rxxxxxx Xxxxxrks Inc., Stock Adminixxxxxxxx, 050 Hxxxxx Xxx, Xxn Jose, CA 95134 (650) 356telephone: 408-0000) xx hand delivery571-5000), in accordance with the procedures listed acxxxxxxxx xxxx xxx xxxxxxxxxx xxxxxd in Section 4 above0 xxxxx. If Xx you deliver a new Election Form that is properly signed and dated, it will replace any previously submitted Election Form, which will be disregarded. The new Election Form must be signed and dated and you must check the box next to each option you elect to tender for replacement. In addition, the new Election Form must specify: - o the name of the option holder who tendered the options, - o the grant number of all options each option to be tendered, - o the grant date of all options to be tendered, - the exercise price of all options to be tendered, and - o the total number of unexercised option shares subject to each option to be tendered, o the exercise price of all options to be tendered, o the vesting start date of all options to be tendered, and o the vesting schedule of each option to be tendered. Even if you change your election regarding the tender of certain option grants, your continued participation in the offer means that you must tender all grants received since April 15, 2001, unless they are Excepted Options. Except as described in the following sentencesentences, the Notice to Change Election From Accept to Reject Withdraw from the Offer and any new or amended Election Form must be executed by the option holder who tendered the options to be withdrawn exactly as the option holder's name appears on the option agreement or agreements evidencing such options. If the option holder's name has legally been changed since the signing of the option agreement, the option holder must submit proof of the legal name change. If the signature isis by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, the signer's full title and proper evidence of the authority of such person to act in that capacity must be indicated on the Election Form or Notice to Withdraw from the Offer. You may not rescind any withdrawal, and any options you withdraw will thereafter be deemed not properly tendered for purposes of the offer, unless you properly re-tender those options before the Offer Expiration Date by following the procedures described in Section 4 of this Offer to Replace. Neither we nor any other person is obligated to give notice of any defects or irregularities in any Notice to Withdraw from the Offer or any new Election Form, nor will anyone incur any liability for failure to give any notice. We will resolve, in our sole discretion, all questions as to the form and validity, including time of receipt, of Notices to Withdraw from the Offer and new Election Forms. Our determination of these matters will be final and binding.

Withdrawal Rights and Change of Election. You may only withdraw your tendered options or change your election in accordance with the provisions of this SectionSection 5. If your employment with us terminates prior to the Expiration Date, your tendered options will automatically be withdrawn. If automatically withdrawn, you may exercise those options to the extent they are vested at the time of your termination, but only during the limited period for which those options remain exercisable pursuant to your option agreement following your termination. You may withdraw your tendered options at any time before 9:00 p.m., Pacific Daylight Time, on May 1June 24, 20012003. If we extend the offer beyond that time, you may withdraw your tendered options at any time until the extended expiration of Expiration Date. We expect to accept and cancel all properly tendered Eligible Options and Required Options promptly on the offerCancellation Date. In additionHowever, if we have not accepted and canceled your properly tendered options for exchange by 9:00 p.m.July 23, Pacific Daylight Time, on May 25, 20012003, you may withdraw your tendered options at any time after May 25July 23, 20012003. To validly withdraw your tendered options, you must must, in accordance with the terms of the Notice to Withdraw from the Offer (in the form attached as Annex 2) and its accompanying instructions, properly complete, execute and deliver the Notice to Marcxx Xxxxxx xxx Withdraw from the Offer to us via facsimile (fax # number (650000) 000-0000) xx or hand delivery, in accordance with the procedures listed in Section 4 abovecourier or mail to Xxxx Xxxx, a signed and dated Notice to Change Election From Accept to RejectSEC Reporting Manager, with the required informationat XXX, Inc., 0000 Xxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxx 00000, while you still have the right to withdraw the your tendered options. To validly change your election regarding the tender of particular optionsWE WILL NOT ACCEPT DELIVERY OF A NOTICE TO WITHDRAW FROM THE OFFER BY E-MAIL. A PROPERLY COMPLETED, you must deliver a new Election Form to Marcxx Xxxxxx xxx facsimile EXECUTED AND DELIVERED NOTICE TO WITHDRAW FROM THE OFFER WILL RESULT IN THE WITHDRAWAL FROM THE OFFER OF ALL OF YOUR TENDERED OPTIONS. YOU MAY NOT SUBMIT SUCH A NOTICE TO WITHDRAW FROM THE OFFER FOR LESS THAN ALL OF YOUR TENDERED OPTIONS (fax # (650INCLUDING BOTH ELIGIBLE OPTIONS AND REQUIRED OPTIONS) 356AND MUST WITHDRAW ALL AND NOT ONLY A PORTION OF A PARTICULAR TENDERED OPTION. IF YOU DO NOT WISH TO WITHDRAW ALL OF YOUR TENDERED OPTIONS FROM THE OFFER, YOU SHOULD NOT SUBMIT A NOTICE TO WITHDRAW FROM THE OFFER. TO CHANGE YOUR ELECTION WITH RESPECT ONLY TO PARTICULAR OPTIONS, YOU SHOULD INSTEAD SUBMIT A NEW ELECTION FORM COVERING THOSE OPTIONS THAT YOU DO WISH TO TENDER. YOU MAY NOT RESCIND ANY WITHDRAWAL, AND OPTIONS YOU WITHDRAW WILL THEREAFTER BE DEEMED NOT PROPERLY TENDERED FOR PURPOSES OF THE OFFER, UNLESS YOU PROPERLY RE-0000) xx hand delivery, in accordance with the procedures listed in Section 4 aboveTENDER THOSE OPTIONS BY DELIVERING A PROPERLY COMPLETED AND EXECUTED ELECTION FORM BEFORE THE EXPIRATION DATE. If you deliver a new Election Form or Notice to Withdraw from the Offer that is properly signed and dated, it will replace any previously submitted Election FormForm or Notice to Withdraw from the Offer, which will be disregarded. The new Election Form must be signed and dated and must specify: - the name of the option holder who tendered the options, - the grant number of all options to be tendered, - the grant date of all options to be tendered, - the exercise price of all options to be tendered, and - the total number of unexercised option shares subject to each option to be tendered. Except as described in the following sentencesentences, the a Notice to Change Election From Accept to Reject and any new or amended Election Form Withdraw from the Offer must be executed by the option holder who tendered the options to be withdrawn exactly as the option holder's name appears on the option agreement or agreements evidencing such options. If the option holder's name has been legally changed since the signing of the option agreement, the option holder must submit proof of the legal name change. If the signature isis by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, the signer's full title and proper evidence of the authority of such person to act in that capacity must be indicated on the Notice to Withdraw from the Offer. Neither XXX nor any other person is obligated to give notice to you of any defects or irregularities in any Notice to Withdraw from the Offer or any new Election Form, nor will anyone incur any liability for failure to give any notice. We will determine, in our discretion, all questions as to the form and validity, including time of receipt, of Notices to Withdraw from the Offer and new Election Forms. Our determination of these matters will be final and binding. THE DELIVERY OF ALL DOCUMENTS, INCLUDING ELECTION FORMS, NOTICES TO WITHDRAW FROM THE OFFER AND ANY OTHER REQUIRED DOCUMENT, IS AT YOUR OWN RISK. IF DELIVERY IS BY MAIL, WE RECOMMEND THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND PROPERLY INSURE YOUR PACKAGE. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY. WE INTEND TO CONFIRM OUR RECEIPT OF ANY NOTICE TO WITHDRAW FROM THE OFFER WITHIN TWO BUSINESS DAYS OF RECEIPT. IF YOU DO NOT RECEIVE CONFIRMATION OF RECEIPT, IT IS YOUR RESPONSIBILITY TO ENSURE THAT WE HAVE RECEIVED YOUR NOTICE TO WITHDRAW FROM THE OFFER.

Withdrawal Rights and Change of Election. You may only withdraw your tendered options or change your election in accordance with the provisions of this Section. You may withdraw your tendered options at any time before 9:00 5:00 p.m., Pacific Daylight Time, on May 1July 27, 2001. If we extend the offer beyond that time, you may withdraw your tendered options at any time until the extended expiration of the offer. In addition, if we have not accepted your tendered options for exchange by 9:00 p.m., Pacific Daylight Time, on May 25August 17, 2001, you may withdraw your tendered options at any time after May 25August 17, 2001. To validly withdraw tendered options, you must deliver to Marcxx Xxxxxx xxx Joshua Lipp via facsimile (fax # (650408) 000548-00005681) xx or hand delivery, in accordance xx xxxxxxxnce with the procedures listed in Section procedurex xxxxxx xx Xxction 4 above, a signed and dated Notice to Change Election From Accept to RejectWithdraw from the Offer, with the required information, while you still have the right to withdraw the tendered options. To validly change your election regarding the tender of particular options, you must deliver a new Election Form to Marcxx Xxxxxx xxx Joshua Lipp via facsimile (fax # (650408) 356548-00005681) xx or hand delivery, in accordance xx xxxxxxxnce with the procedures listed in Section procedurex xxxxxx xx Xxction 4 above. If you deliver a new Election Form that is properly signed and dated, it will replace any previously submitted Election Form, which will be disregarded. The new Election Form must be signed and dated and must specify: - the name of the option holder who tendered the options, - the grant number of all options to be tendered, - the grant date of all options to be tendered, - the exercise price of all options to be tendered, and - the total number of unexercised option shares subject to each option to be tendered. Even if you change your election regarding the tender of certain option grants, your continued participation in the offer means that you must tender all grants received since January 30, 2001. Except as described in the following sentencesentences, the Notice to Change Election From Accept to Reject Withdraw from the Offer and any new or amended Election Form must be executed by the option holder who tendered the options to be withdrawn exactly as the option holder's name appears on the option agreement or agreements evidencing such options. If the optionholder's name has legally been changed since the signing of the option agreement, the optionholder must submit proof of the legal name change. If the signature isis by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, the signer's full title and proper evidence of the authority of such person to act in that capacity must be indicated on the notice of withdrawal. You may not rescind any withdrawal, and any options you withdraw will thereafter be deemed not properly tendered for purposes of the offer, unless you properly re-tender those options before the expiration date by following the procedures described in Section 4 of this Offer to Exchange. Neither we nor any other person is obligated to give notice of any defects or irregularities in any Notice to Withdraw from the Offer or any new or amended Election Form, nor will anyone incur any liability for failure to give any notice. We will determine, in our discretion, all questions as to the form and validity, including time of receipt, of Notices to Withdraw from the Offer and new or amended Election Forms. Our determination of these matters will be final and binding.

Withdrawal Rights and Change of Election. You may only withdraw your tendered options or change your election in accordance with the provisions of this Section. You may withdraw your tendered options at any time before 9:00 p.m., Pacific Daylight Time, on May 1October 12, 2001. If we extend the offer beyond that time, you may withdraw your tendered options at any time until the extended expiration of the offer. In addition, if we have not accepted your tendered options for exchange replacement by 9:00 p.m., Pacific Daylight Time, on May 25November 1, 2001, you may withdraw your tendered options at any time after May 25November 1, 2001. To validly withdraw tendered options, you must deliver to Marcxx Xxxxxx xxx Xxxxx Xxxxx or Xxx Xxxxxxxxx in Stock Administration via facsimile (fax # (650) fax: 000-000-0000) xx or hand deliverydelivery at Redback Networks Inc., Stock Administration, 000 Xxxxxx Xxx, Xxx Xxxx, XX 00000 (telephone: 000-000-0000), in accordance with the procedures listed in Section 4 above, a signed and dated Notice to Change Election From Accept to RejectWithdraw from the Offer, with the required information, while you still have the right to withdraw the tendered options. To validly change your election regarding the tender of particular options, you must deliver a new Election Form to Marcxx Xxxxxx xxx Stock Administration via facsimile (fax # (650) 356fax: 000-000-0000) xx or hand deliverydelivery to Xxxxx Xxxxx or Xxx Xxxxxxxxx at Redback Networks Inc., Stock Administration, 000 Xxxxxx Xxx, Xxx Xxxx, XX 00000 (telephone: 000-000-0000), in accordance with the procedures listed in Section 4 above. If you deliver a new Election Form that is properly signed and dated, it will replace any previously submitted Election Form, which will be disregarded. The new Election Form must be -30- signed and dated and you must check the box next to each option you elect to tender for replacement. In addition, the new Election Form must specify: - . the name of the option holder who tendered the options, - . the grant number of all options each option to be tendered, - . the grant date of all options to be tendered, - the exercise price of all options to be tendered, and - . the total number of unexercised option shares subject to each option to be tendered, . the exercise price of all options to be tendered, . the vesting start date of all options to be tendered, and . the vesting schedule of each option to be tendered. Even if you change your election regarding the tender of certain option grants, your continued participation in the offer means that you must tender all grants received since April 15, 2001, unless they are Excepted Options. Except as described in the following sentencesentences, the Notice to Change Election From Accept to Reject Withdraw from the Offer and any new or amended Election Form must be executed by the option holder who tendered the options to be withdrawn exactly as the option holder's name appears on the option agreement or agreements evidencing such options. If the option holder's name has legally been changed since the signing of the option agreement, the option holder must submit proof of the legal name change. If the signature isis by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, the signer's full title and proper evidence of the authority of such person to act in that capacity must be indicated on the Election Form or Notice to Withdraw from the Offer. You may not rescind any withdrawal, and any options you withdraw will thereafter be deemed not properly tendered for purposes of the offer, unless you properly re-tender those options before the Offer Expiration Date by following the procedures described in Section 4 of this Offer to Replace. Neither we nor any other person is obligated to give notice of any defects or irregularities in any Notice to Withdraw from the Offer or any new Election Form, nor will anyone incur any liability for failure to give any notice. We will resolve, in our sole discretion, all questions as to the form and validity, including time of receipt, of Notices to Withdraw from the Offer and new Election Forms. Our determination of these matters will be final and binding.

Withdrawal Rights and Change of Election. You may only withdraw your tendered options or change your election in accordance with the provisions of this SectionSection 5. If your employment with us terminates prior to the Expiration Date, your returned options will automatically be withdrawn. If automatically withdrawn, you may exercise those options to the extent they are vested at the time of your termination, but only during the limited period for which those options remain exercisable following your termination. You may withdraw your tendered options at any time before 9:00 5:00 p.m., Pacific Daylight Time, on May 1November 19, 2001. If we extend the offer beyond that time, you may withdraw your tendered options at any time until the extended expiration of the offerExpiration Date. In addition, if we have not accepted your tendered options for exchange by 9:00 5:00 p.m., Pacific Daylight Time, on May 25November 19, 2001, you may withdraw your tendered options at any time after May 25November 19, 2001. To validly withdraw tendered options, you must deliver to Marcxx Xxxxxx xxx us at Xxx Xxxxxxx Xxxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxxxxxxxxx 00000, Attention: Agile Stock Administrator, via facsimile (fax # (650) 000-000-0000) xx or hand delivery, in accordance with the procedures listed in Section 4 abovea properly completed and executed Change of Election Form or a written notice of withdrawal, or a signed and dated Notice to Change Election From Accept to Rejectfacsimile thereof, with the required information, while you still have the right to withdraw the tendered returned options. If you deliver a written notice of withdrawal, rather than a Change of Election Form, the notice of withdrawal must specify the name of the option holder who returned the options to be withdrawn, the grant date, exercise price, and the number of shares subject to the option to be withdrawn. We will not accept delivery of a Change of Election Form or notice of withdrawal by e-mail. Although you may withdraw some, but not all, of your Eligible Options, you may not withdraw only a portion of a particular returned option. In addition, you may not withdraw any Required Options unless you withdraw all of your Eligible Options. To validly change your election regarding the tender of particular options, you must deliver a properly completed and executed Change of Election Form or new Election Form Form, properly signed, completed and later dated, to Marcxx Xxxxxx xxx the Agile Stock Administrator, Xxx Xxxxxxx Xxxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxxxxxxxxx 00000, via facsimile (fax # (650000) 356000-0000) xx 0000 or hand delivery, in accordance with prior to the procedures listed in Section 4 aboveExpiration Date. If you deliver a new Election Form or Change of Election Form that is properly signed and dated, it will replace any previously submitted Election Form or Change of Election Form, which will be disregarded. The new Election Form must be signed and dated and must specify: - the name of the option holder who tendered the options, - the grant number of all options to be tendered, - the grant date of all options to be tendered, - the exercise price of all options to be tendered, and - the total number of unexercised option shares subject to each option to be tendered. Except as described in the following next sentence, the Notice to a Change of Election From Accept to Reject Form or written notice of withdrawal and any new or amended Election Form must be executed by the option holder who tendered the options to be withdrawn exactly as the option holder's name appears on the option agreement or agreements evidencing such options. If the signature isis by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, the signer's full title and proper evidence of the authority of such person to act in that capacity must be indicated on the notice of withdrawal. You may not rescind any withdrawal, and any options you withdraw will thereafter be deemed not properly tendered for purposes of the offer, unless you properly re-tender those options by delivering a properly completed and executed Change of Election Form before the Expiration Date by following the procedures described in Section 4. Neither Agile nor any other person is obligated to give notice of any defects or irregularities in any notice of withdrawal, Change of Election Form or any new or amended Election Form, nor will anyone incur any liability for failure to give any notice. We will determine, in our discretion, all questions as to the form and validity, including time of receipt, of Change of Election Form and new or amended Election Forms. Our determination of these matters will be final and binding.

Withdrawal Rights and Change of Election. You may only withdraw your tendered options or change your election in accordance with the provisions of this Section. You may withdraw your tendered options at any time before 9:00 p.m.12:00 midnight, Pacific Daylight New York City Time, on May 1June 8, 2001. If we extend the offer beyond that time, you may withdraw your tendered options at any time until the extended expiration of the offer. In addition, if we have not accepted your tendered options for exchange by 9:00 p.m.12:00 midnight, Pacific Daylight New York City Time, on May 25July 9, 2001, you may withdraw your tendered options at any time after May 25July 9, 2001. To validly withdraw tendered options, you must deliver to Marcxx Shareholder Services, Attention: Xxxx Xxxxxx xxx facsimile via fax (fax # (650000) 000-0000) xx or hand delivery, in accordance with the procedures listed in Section 4 above, a signed and dated Notice to Change Election From Accept to Reject, with the required information, while you still have the right to withdraw the tendered options. To validly change your election regarding the tender of particular options, you must deliver a new Election Form to Marcxx Shareholder Services, Attention: Xxxx Xxxxxx xxx facsimile via fax (fax # (650000) 356000-0000) xx or hand delivery, in accordance with the procedures listed in Section 4 above. If you deliver a new Election Form that is properly signed and dated, it will replace any previously submitted Election Form, which will be disregarded. The new Election Form must be signed and dated and must specify: - . the name of the option holder who tendered the options, - . the grant number of all options to be tendered, - . the grant date of all options to be tendered, - . the exercise price of all options to be tendered, and - . the total number of unexercised option shares subject to each option to be tendered. Except as described in the following sentence, the Notice to Change Election From Accept to Reject and any new or amended Election Form must be executed by the option holder who tendered the options to be withdrawn exactly as the option holder's name appears on the option agreement or agreements evidencing such options. If the signature isis by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, the signer's full title and proper evidence of the authority of such person to act in that capacity must be indicated on the Notice to Change Election From Accept to Reject or any new or amended Election Form. You may not rescind any withdrawal, and any options you withdraw will thereafter be deemed not properly tendered for purposes of the offer, unless you properly re-tender those options before the expiration date by following the procedures described in Section 4. Neither we nor any other person is obligated to give notice of any defects or irregularities in any Notice to Change Election From Accept to Reject or any new or amended Election Form, nor will anyone incur any liability for failure to give any notice. We will determine, in our discretion, all questions as to the form and validity, including time of receipt, of Notices to Change Election From Accept to Reject and new or amended Election Forms. Our determination of these matters will be final and binding.

Withdrawal Rights and Change of Election. You may only withdraw your tendered options or change your election in accordance with the provisions of this Section. You may withdraw your tendered options at any time before 9:00 5:00 p.m., Pacific Eastern Daylight Time, on May 1, 2001the Expiration Date. If we extend the offer Offer beyond that time, you may withdraw your tendered options at any time until the extended expiration of the offerOffer. In addition, if we have not accepted your tendered options for exchange by 9:00 5:00 p.m., Pacific Eastern Daylight Time, on May 25June 17, 20012002, you may withdraw your tendered options at any time after May 25, 2001thereafter. To validly withdraw tendered options, you must deliver to Marcxx Xxxxxx xxx Jxxx Xxxxxxx via facsimile (fax # (650) 000-0000) xx or hand delivery, in accordance with the procedures listed in Section 4 above, a signed and dated Notice to Change Election From Accept to Reject, with the required information, while you still have the right to withdraw the tendered options. To validly change your election regarding the tender of particular options, you must deliver a new Election Form to Marcxx Xxxxxx xxx Jxxx Xxxxxxx via facsimile (fax # (650) 356-0000) xx or hand delivery, in accordance with the procedures listed in Section 4 above. If you deliver a new Election Form that is properly signed and dated, it will replace any previously submitted Election Form, which will be disregarded. The new Election Form must be signed and dated and must specify: - the name of the option holder who tendered the options, - the grant original number of all options to be tenderedshares for which each tendered option was exercisable, - the grant date of all options to be tendered, - the exercise price of all options to be tendered, and - the total number of unexercised option shares subject to each option to be tendered, the exercise price under each option to be tendered, the total number of shares exercised under each option; and the total number of shares being tendered for cancellation under each option. Except as described in the following sentence, the Notice to Change Election From Accept to Reject (which you must request from Jxxx Xxxxxxx if necessary) and any new or amended Election Form must be executed by the option holder who tendered the options to be withdrawn exactly as the option holder's name appears on the option agreement or agreements evidencing such options. If the signature isis by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, the signer's full title and proper evidence of the authority of such person to act in that capacity must be indicated on the notice of withdrawal. If you wish to withdraw a Notice to Change Election From Accept to Reject, you must properly re-tender the withdrawn options before the Expiration Date by following the procedures described in Section 4. Otherwise, any options you withdraw will thereafter be deemed not properly tendered for purposes of the Offer and will remain outstanding. Neither we nor any other person is obligated to give notice of any defects or irregularities in any Notice to Change Election From Accept to Reject or any new or amended Election Form, nor will anyone incur any liability for failure to give any notice. We will determine, in our discretion, all questions as to 100 the form and validity, including time of receipt, of Notices to Change Election From Accept to Reject and new or amended Election Forms. Our determination of these matters will be final and binding.

Withdrawal Rights and Change of Election. You may only withdraw your tendered options or change your election in accordance with the provisions of this Section. You may withdraw your tendered options at any time before 9:00 p.m., Pacific Daylight Time, on May 1June 29, 2001. If we extend the offer Offer beyond that time, you may withdraw your tendered options at any time until the extended expiration of the offerOffer. In addition, if we have not accepted your tendered options for exchange by 9:00 p.m., Pacific Daylight Time, on May 25July 30, 2001, you may withdraw your tendered options at any time after May 25July 30, 2001. To validly withdraw tendered options, you must deliver to Marcxx Xxxxxx Gina Xxx xxx facsimile (fax # number (650408) 000-0000) xx hand delivery, in accordance with the procedures listed in Section 4 above, a signed and dated Notice to Change Election From Accept to Reject, with the required information, while you still have the right to withdraw the tendered options. To validly change your election regarding the tender of particular options, you must deliver a new Election Form to Marcxx Xxxxxx Gina Xxx xxx facsimile (fax # number (650408) 356852-0000) xx hand delivery, in accordance with the procedures listed in Section 4 above. If you deliver a new Election Form that is properly signed and dated, it will replace any previously submitted Election Form, which will be disregarded. The new Election Form must be signed and dated and must specify: - the name of the option holder who tendered the options, ; - the grant number of all options each option to be tendered, ; - the grant date of all options each option to be tendered, ; - the exercise price of all options each option to be tendered, ; and - the total number of unexercised option shares subject to each option to be tendered. Except as described in the following sentence, the Notice to Change Election From Accept to Reject and any new or amended Election Form must be executed by the option holder who tendered the options to be withdrawn exactly as the option holder's name appears on the option agreement or agreements evidencing such options. If the signature isis by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, the signer's full title and proper evidence of the authority of such person to act in that capacity must be indicated on the notice of withdrawal. You may not rescind any withdrawal, and any options you withdraw will thereafter be deemed not properly tendered for purposes of the Offer, unless you properly re-tender those options before the Expiration Date by following the procedures described in Section 4. Neither we nor any other person is obligated to give notice of any defects or irregularities in any Notice to Change Election From Accept to Reject or any new or amended Election Form, nor will anyone incur any liability for failure to give any notice. We will determine, in our discretion, all questions as to the form and validity, including time of receipt, of Notices to Change Election From Accept to Reject and new or amended Election Forms. Our determination of these matters will be final and binding.