EXHIBIT 99
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AMENDED STOCK OPTION AGREEMENT
AMENDED STOCK OPTION AGREEMENT, dated as of May 12, 2005, (this "Amended
Stock Option Agreement") by and between Network-1 Security Solutions, Inc., a
Delaware corporation with principal executive offices a 000 Xxxx Xxxxxx, Xxxxx
0000, Xxx Xxxx, Xxx Xxxx 00000 ("Network-1"), and Xxxxx X. Xxxxxxxx, residing at
0000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Xxxxxxxx").
WHEREAS, in accordance with Section 6(b) of the Employment Agreement, dated
November 26, 2004, between the Company and Xxxxxxxx (the "Employment
Agreement"), Xxxxxxxx was granted a certain anti-dilution protection in the
event the Company consummated one or more offerings of its securities prior to
December 31, 2005; and
WHEREAS, on December 21, 2004 and January 13, 2005 the Company completed
the offering of an aggregate of $2,685,000 of its securities consisting of
2,685,000 shares of Common Stock and warrants to purchase 2,013,750 shares of
Common Stock, and Xxxxxxxx, therefore, is entitled to receive a stock option in
accordance with the terms hereof and the anti-dilution provisions of his
Employment Agreement.
WHEREAS, this Amended Stock Option Agreement amends the Stock Option
Agreement, dated March 16, 2005, between Network-1 and Xxxxxxxx so as to correct
the number of shares subject to the option from 960,197 to 1,195,361 in
accordance with Section 6(b) of the Employment Agreement.
NOW THEREFORE, in consideration of the premises and of the mutual
covenants, representations, warranties and agreements contained herein and in
the Employment Agreement, and intending to be legally bound hereby, the parties
hereto agree as follows:
1. Grant of Option.
Network-1 hereby grants to Xxxxxxxx an irrevocable option (the "Option") to
purchase, out of its authorized but unissued shares of Common Stock, 1,195,361
shares of Common Stock (the shares of Common Stock purchased or purchasable
pursuant to the Option, subject to adjustment as set forth herein, being
referred to as the "Option Shares"), at an exercise price per share equal to $
1.18 (such exercise price, subject to adjustment as set forth herein, being
referred to as the "Exercise Price", or in the aggregate, the "Aggregate
Exercise Price"). Xxxxxxxx and/or his transferees or assigns are hereinafter
referred to as "Holder".
2. Term and Exercise of Option.
The Option granted hereby may be exercised in whole or in part at any time
from the date hereof through March 16, 2012 (the "Expiration Date") by Holder's
presentation of this Option, with the Exercise Form attached hereto duly
executed, at Network-1's office (or such office or agent of Network-1 as it may
designate in writing to the Holder hereof by notice pursuant to Section 13
hereof), specifying the number of Option Shares as to which the Option is being
exercised.
3. Issuance of Option Shares; Cashless Exercise
(a) Upon surrender of the Option and payment of the Exercise Price as
provided herein, Network-1 shall issue and deliver with all reasonable dispatch
the certificate(s) for the Option Shares to or upon the written order of the
Holder and in such name or names as the Holder may designate. Such
certificate(s) shall represent the number of Option Shares issuable upon the
exercise of the Option, together with a cash amount in respect of any fraction
of a share otherwise issuable upon such exercise.
(b) In lieu of paying the Aggregate Exercise Price in cash and/or upon
exercise of the Option, the Holder may elect a "cashless exercise" in which
event the Holder will receive upon exercise a reduced number of Option Shares
equal to (i) the number of Option Shares that would be issuable pursuant to the
Option upon payment of the Aggregate Exercise Price minus (ii) the number of
Option Shares that have an aggregate Market Price (as defined below) equal to
the Aggregate Exercise Price.
(c) Unless otherwise provided herein, for purposes of any computations made
in this Stock Option Agreement, "Market Price" per share of shares of Common
Stock on any date shall be: (i) if the shares of Common Stock are listed or
admitted for trading on any national securities exchange, the last reported
sales price as reported on such national securities exchange; (ii) if the shares
of Common Stock are not listed or admitted for trading on any national
securities exchange, the average of the last reported closing bid and asked
quotation for the shares of Common Stock as reported on the Nasdaq Stock
Market's National Market ("NNM") or Nasdaq Stock Market's Small Cap Market
("NSM") or a comparable service if NNM or NSM are not reporting such
information; (iii) if the shares of Common Stock are not listed or admitted for
trading on any national securities exchange, NNM or NSM or a comparable system,
the average of the last reported bid and asked quotation for the shares of
Common Stock as quoted by a market maker in the shares of Common Stock (or if
there is more than one market maker, the bid and asked quotation shall be
obtained from two market makers and the average of the lowest bid and highest
asked quotation shall be the "Market Price"); or (iv) if the shares of Common
Stock are not listed or admitted for trading on any national securities exchange
or NNM or quoted by NSM and there is no market maker in the shares of Common
Stock, the fair market value of such shares as determined in good faith by the
Board of Directors of Network-1.
(d) Certificates representing the Option Shares shall be deemed to have
been issued and the person so designated to be named therein shall be deemed to
have become a holder of record of such Option Shares as of the date of the
surrender of the Option and payment of the Aggregate Exercise Price as provided
herein; notwithstanding that the transfer books for the Option Shares or other
classes of stock purchasable upon the exercise of the Option shall then be
closed or the certificate(s) for the Option Shares in respect of which the
Option is then exercised shall not then have been actually delivered to the
Holder. As soon as practicable after each such exercise of the Option, Network-1
shall issue and deliver the certificate(s) for the Option Shares issuable upon
such exercise, registered as requested. In the event that only a portion of the
Option is exercised at any time prior to the close of business on the Expiration
Date, a new option shall be issued to the Holder for the remaining number of
Option Shares
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purchasable pursuant hereto. Network-1 shall cancel the Option when they are
surrendered upon exercise.
(e) Prior to due presentment for registration of transfer of the Option,
Network-1 shall deem and treat the Holder as the absolute owner of the Option
(notwithstanding any notation of ownership or other writing on this Option
Agreement made by anyone other than Network-1) for the purpose of any exercise
hereof or any distribution to the Holder and for all other purposes, and
Network-1 shall not be affected by any notice to the contrary.
4. Lost, Stolen, or Mutilated Option
In case this Option shall be mutilated, lost, stolen or destroyed,
Network-1 shall issue and deliver, in exchange and substitution for and upon
cancellation of the mutilated Option, or in lieu of and substitution for the
Option lost, stolen or destroyed, a new Option of like tenor and representing an
equivalent number of Option Shares purchasable upon exercise, but only upon
receipt of evidence reasonably satisfactory to Network-1 of such mutilation,
loss, theft or destruction of such Option and reasonable indemnity, if
requested, also reasonably satisfactory to Network-1. No bond or other security
shall be required from Holder in connection with the replacement by Network-1 of
a lost, stolen or mutilated warrant certificate.
5. Rights Upon Expiration
Unless the Option is surrendered and payment made for the Option Shares as
herein provided before the close of business on the Expiration Date, this Option
will become wholly void and all rights evidenced hereby will terminate after
such time.
6. Exchange of Option
This Option may be exchanged for a number of Options of the same tenor as
this Option for the purchase in the aggregate of the same number of Option
Shares of Network-1 as are purchasable upon the exercise of this Option, upon
surrender hereof at the office of Network-1 with written instructions as to the
denominations of the Options to be issued in exchange.
7. Adjustment for Certain Events
(a) In case Network-1 shall at any time after the date hereof (i) declare a
dividend on its shares of Common Stock payable in shares of Network-1's capital
stock (whether in shares of Common Stock or of capital stock of any other
class), (ii) subdivide its outstanding shares of Common Stock, (iii) reverse
split its outstanding shares of Common Stock into a smaller number of shares, or
(iv) issue any shares of Network-1's capital stock in a reclassification of
shares of Common Stock (including any such reclassification in connection with a
consolidation or merger in which Network-1 is the continuing corporation), then,
in each case, the Exercise Price in effect at the time of the record date for
such dividend or of the effective date of such subdivision, reverse split or
reclassification, and/or the number and kind of shares of capital stock issuable
upon exercise of the Option on such date, shall be proportionately adjusted so
that the holder of the Option exercised after such time shall be entitled to
receive the aggregate number and kind of securities which, if such Option had
been exercised immediately prior to such date, such Holder would have owned upon
such exercise and been entitled to
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receive by virtue of such dividend, subdivision, reverse split or
reclassification. Such adjustment shall be made successively whenever any event
listed above shall occur.
(b) In case Network-1 shall fix a record date for the making of a
distribution to all holders Common Stock (including any such distribution made
in connection with a consolidation or merger in which Network-1 is the
continuing corporation) of evidences of indebtedness or assets (other than cash
dividends or cash distributions payable out of earnings, consolidated earnings,
if Network-1 shall have one or more subsidiaries, or earned surplus, or
dividends payable in Common Stock) or rights, options or warrants to subscribe
for or purchase Common Stock, then, in each case, the Exercise Price to be in
effect after such record date shall be determined by multiplying the Exercise
Price in effect immediately prior to such record date by a fraction, of which
the numerator shall be the current Market Price for one share of Common Stock on
such record date less the fair market value of the portion of the assets or
evidences of indebtedness so to be distributed or of such subscription rights,
options or warrants applicable to one share of Common Stock, and of which the
denominator shall be the current Market Price for one share of Common Stock. In
the event that Network-1 and the Holder cannot agree as to such fair market
value, such determination of fair market value shall be made by an appraiser who
shall be mutually selected by Network-1 and the Holder, and the reasonable costs
of such appraiser shall be borne by Network-1. Such adjustment shall be made
successively whenever such a record date is fixed, and in the event that such
distribution is not so made, the Exercise Price shall again be adjusted to be
the Exercise Price which would then be in effect if such record date had not
been fixed.
(c) No adjustment in the Exercise Price shall be required unless such
adjustment would require a decrease of at least one cent ($0.01) in such price;
provided, however, that any adjustment which by reason of this Section 7(c) is
not required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Section 7 shall be made to
the nearest cent or to the nearest one-hundredth of a share, as the case may be,
but in no event shall Network-1 be obligated to issue fractional shares of
Common Stock or fractional portions of any securities issuable upon the exercise
of the Option.
(d) In the event that at any time, as a result of an adjustment made
pursuant to Section 7 hereof, the Holder of the Option thereafter exercised
shall become entitled to receive any shares of capital stock, options, warrants
or other securities of Network-1 other than the shares of Common Stock,
thereafter the number of such other shares of capital stock, options, warrants
or other securities so receivable upon exercise of this Option shall be subject
to adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the shares of Common Stock
contained in this Section 7, and the provisions of this Option Agreement with
respect to the shares of Common Stock shall apply, to the extent applicable, on
like terms to any such other shares of capital stock, options or warrants or
other securities.
(e) Upon each adjustment of the Exercise Price as a result of calculations
made in this Section 7, the Option outstanding immediately prior to the making
of such adjustment shall thereafter evidence the right to purchase, at the
adjusted Exercise Price, that number of Option Shares (calculated to the nearest
hundredth), obtained by (i) multiplying the number of Option Shares purchasable
upon exercise of the Option immediately prior to such
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adjustment of the Exercise Price by the Exercise Price in effect immediately
prior to such adjustment and (ii) dividing the product so obtained by the
Exercise Price in effect immediately after such adjustment of the Exercise
Price.
(f) In case of any capital reorganization of Network-1 or of any
reclassification of shares of Common Stock (other than as a result of
subdivision or combination) or in case of the consolidation of Network-1 with,
or the merger of Network-1 into, any other corporation (other than a
consolidation or merger in which Network-1 is the continuing corporation) or of
the sale of the properties and assets of Network-1 as, or substantially as, an
entirety, the Option shall, after such reorganization, reclassification,
consolidation, merger or sale, be exercisable, upon the terms and conditions
specified herein, for the number of shares of Common Stock or other capital
stock, options or warrants or other securities or property to which a Holder (at
the time of such reorganization, reclassification, consolidation, merger or
sale) upon exercise of such Option would have been entitled upon such
reorganization, reclassification, consolidation, merger or sale; and in any such
case, if necessary, the provisions set forth in this Section 7(f) with respect
to the rights and interests thereafter of the Holder shall be appropriately
adjusted so as to be applicable, as nearly as may reasonably be, to any shares
of Common Stock or other capital stock or options, warrants or other securities
or property thereafter deliverable upon the exercise of the Option. The
subdivision, reverse split or combination of shares of Common Stock at any time
outstanding into a greater or lesser number of shares shall not be deemed to be
a reclassification of the Common Stock for the purposes of this Section 7(f).
(g) In any case in which this Section 7 shall require that an adjustment in
the Exercise Price be made effective as of a record date for a specified event,
Network-1 may elect to defer until the occurrence of such event issuing to the
Holder, if such Holder exercised any portion of this Option after such record
date, shares of capital stock or other securities of Network-1, if any, issuable
upon such exercise over and above the shares of Common Stock or other securities
issuable, on the basis of the Exercise Price in effect prior to such adjustment;
provided, however, that Network-1 shall deliver to the holder a due xxxx or
other appropriate instrument evidencing such Holder's right to receive such
shares of Common Stock or other securities upon the occurrence of the event
requiring such adjustment.
8. Fractional Shares
Upon exercise of the Option, Network-1 shall not be required to issue
fractional shares of Common Stock or other capital stock. In lieu of such
fractional shares, the Holder shall receive an amount in cash equal to the same
fraction of the (i) current Market Price of one whole share of Common Stock if
clause (i), (ii) or (iii) in the definition of Market Price in Section 3(c)
hereof is applicable or (ii) book value of one whole shares of Common Stock as
reported in Network-1's most recent audited financial statements if clause (iv)
in the definition of Market Price in Section 3 above is applicable. All
calculations under Section 7 shall be made to the nearest cent.
9. Securities Act Legend
The Holder shall not be entitled to any rights of a stockholder of
Network-1 with respect to any Option Shares purchasable upon the exercise of
this Option, including voting,
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dividend or dissolution rights, until such Option Shares have been paid for in
full. As soon as practicable after such exercise, Network-1 shall deliver a
certificate or certificates for the securities issuable upon such exercise, all
of which shall be fully paid and nonassessable, to the person or persons
entitled to receive the same; provided, however, that, if the Option Shares are
not registered under the Securities Act, such certificate or certificates
delivered to the Holder of the surrendered Option shall bear a legend reading
substantially as follows:
"These securities have not been registered under the Securities Act of
1933, as amended, or the securities laws of any state and may not be sold or
transferred in the absence of such registration or any exemption therefrom under
such Act and laws, if applicable. Network-1, prior to permitting a transfer of
these securities, may require an opinion of counsel or other assurances
satisfactory to it as to compliance with or exemption from such Act and laws."
10. Transfer
All or a portion of this Option may be transferred, sold or assigned by
Holder without the consent of Network-1 provided, that, Holder provides
Network-1 with evidence reasonably satisfactory to it that such transfer is not
in violation of the Securities Act of 1933, as amended (the "Act"). With respect
to any such transfer, sale or assignment, Holder shall execute and deliver to
Network-1 the Form of Assignment attached hereto.
11. Taxes; Expenses
Network-1 shall pay all taxes and expenses that may be payable in
connection with the preparation, issuance and delivery of Options Shares under
this Stock Option Agreement.
12. Notice of Adjustment
(a) Upon any adjustment of the Exercise Price pursuant to Section 7 hereof,
Network-1, within 30 calendar days thereafter, shall have on file for inspection
by the Holder a certificate of the Board of Directors of Network-1 setting forth
the Exercise Price after such adjustment, the method of calculation thereof in
reasonable detail, the facts upon which such calculations were based and the
number of Option Shares issuable upon exercise of the Option after such
adjustment in the Exercise Price, which certificate shall be conclusive evidence
of the correctness of the matters set forth therein.
(b) In case:
(i) Network-1 shall authorize the issuance to all holders of shares of
Common Stock of rights, options, warrants or other securities to subscribe for
or purchase capital stock of Network-1 or of any other subscription rights,
options, warrants or other securities; or
(ii) Network-1 shall authorize the distribution to all holders of
shares of Common Stock of evidences of its indebtedness or assets; or
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(iii) of any consolidation or merger to which Network-1 is a party and
for which approval of any stockholders of Network-1 is required, of the
conveyance or transfer of the properties and assets of Network-1 substantially
as an entirety or of any capital reorganization or any reclassification of the
shares of Common Stock (; or
(iv) of the voluntary or involuntary dissolution, liquidation or
winding up of Network-1; or
(v) Network-1 proposes to take any other action which would require an
adjustment of the Exercise Price pursuant to Section 7 above;
then, in each such case, Network-1 shall give to the Holder at its address
appearing below at least 20 calendar days prior to the applicable record date
hereinafter specified in (A), (B), or (C) below, by first class mail, postage
prepaid, a written notice stating (A) the date as of which the holders of record
of shares of Common Stock entitled to receive any such rights, options, warrants
or distribution are to be determined or (B) the date on which any such
consolidation, merger, conveyance, transfer, reorganization, reclassification,
dissolution, liquidation or winding up is expected to become effective, and the
date as of which it is expected that holders of record of shares of Common Stock
shall be entitled to exchange such shares for securities or other property, if
any, deliverable upon such consolidation, merger, conveyance, transfer,
reorganization, reclassification, dissolution, liquidation or winding up or (C)
the date of such action which would require an adjustment of the Exercise Price.
The failure to give the notice required by this Section 12 or any defect therein
shall not affect the legality or validity of any such issuance, distribution,
consolidation, merger, conveyance, transfer, reorganization, reclassification,
dissolution, liquidation, winding up or other action or the vote upon any such
action.
Except as provided herein, nothing contained herein shall be construed as
conferring upon Holder the right to vote on any matter submitted to the
stockholders of Network-1 for their vote or to receive notice of meetings of
stockholders or the election of directors of Network-1 or any other proceedings
of Network-1, or any rights whatsoever as a stockholder of Network-1.
13. Notices
Any notice, request, demand or other communication pursuant to the terms of
this Stock Option Agreement shall be in writing and shall be sufficiently given
or made when delivered or mailed by first class or registered mail,
postage-prepaid, to the following addresses:
If to Network-1:
Network-1 Security Solutions, Inc.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
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with a copy to:
Xxxxxxx Xxxxxx Xxxxxxxxx & Kakoyiannis, P.C.
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxx Xxxxxxxx, Esq.
If to Holder:
Xxxxx X. Xxxxxxxx.
0000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
14. Miscellaneous
(a) Waiver. At any time the parties hereto may (a) extend the time for the
performance of any of the obligations or other acts of the other parties hereto,
(b) waive any inaccuracies in the representations and warranties contained
herein by the other party or (c) waive compliance with any of the agreements or
conditions contained herein. No failure on the part of any party to exercise any
power, right, privilege or remedy under this Stock Option Agreement, and no
delay on the part of any party in exercising any power, right, privilege or
remedy under this Stock Option Agreement, shall operate as a waiver of such
power, right, privilege or remedy; and no single or partial exercise of any such
power, right, privilege or remedy shall preclude any other or further exercise
thereof or of any other power, right, privilege or remedy. No party shall be
deemed to have waived any claim arising out of this Stock Option Agreement, or
any power, right, privilege or remedy under this Stock Option Agreement, unless
the waiver of such claim, power, right, privilege or remedy is expressly set
forth in a written instrument duly executed and delivered on behalf of such
party; and any such waiver shall not be applicable or have any effect except in
the specific instance in which it is given.
(b) Entire Agreement. Except as otherwise set forth in this Stock Option
Agreement and the other documents referred to herein, collectively contain the
entire understanding of the parties hereto with respect to the subject matter
contained herein and supersede all prior agreements and understandings, oral and
written, with respect thereto.
(c) Binding Effect; Benefit. This Stock Option Agreement shall inure to the
benefit of and be binding upon the parties hereto and nothing in this Stock
Option Agreement, expressed or implied, is intended to confer on any person or
entity other than the parties hereto or their respective successors and
permitted assigns, any rights, remedies, obligations or liabilities under or by
reason of this Stock Option Agreement.
(d) Amendment and Modification. Subject to applicable law, this Stock
Option Agreement may only be amended, modified and supplemented by a written
agreement duly executed the parties hereto.
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(e) Further Actions. Network-1 shall use its best efforts to take, or cause
to be taken, all appropriate action, and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated hereunder and to
carry out the interest and purposes of this Stock Option Agreement, including,
without limitation, using its reasonable best efforts to obtain all licenses,
permits, consents, approvals, authorizations, qualifications and orders of
governmental entities.
(f) Applicable Law. This Stock Option Agreement and the legal relations
between the parties hereto shall be governed by, and construed in accordance
with, the laws of the State of New York, without regard to the conflicts of laws
rules thereof.
(g) Dispute Resolution. The parties hereto will use their best efforts to
resolve by mutual agreement any disputes, controversies or differences that may
arise from, under, out of or in connection with this Agreement. If any such
disputes, controversies or differences cannot be settled between the parties
hereto, they will be finally settled by final and binding arbitration to be
conducted by an arbitration tribunal in New York City, New York, pursuant to the
rules of the American Arbitration Association. The arbitration tribunal will
consist of three arbitrators. The decision or award of the arbitration tribunal
will be final, and judgment upon such decision or award may be entered in any
competent court or application may be made to any competent court for judicial
acceptance of such decision or award and an order of enforcement. In the event
of any procedural matter not covered by the aforesaid rules, the procedural law
of New York will govern. The prevailing party in arbitration shall be entitled
to receive a reasonable sum for its attorneys' fees and all other reasonable
costs and expenses incurred in such action or suit.
(h) Severability. Any term or provision of this Stock Option Agreement that
is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction. If the final judgment of a
court of competent jurisdiction declares that any term or provision hereof is
invalid or unenforceable, the parties hereto agree that the court making the
determination of invalidity or unenforceability shall have the power to reduce
the scope, duration or area of the term or provision, to delete specific words
or phrases or to replace any invalid or unenforceable term or provision with a
term or provision that is valid and enforceable and that comes closest to
expressing the intention of the invalid or unenforceable term or provision, and
this Stock Option Agreement shall be enforceable as so modified after the
expiration of the time within which the judgment may be appealed.
(i) Non-exclusivity. The rights and remedies of Network-1 and Holder under
this Stock Option Agreement are not exclusive of or limited by any other rights
or remedies which either of them may have, whether at law, in equity, by
contract or otherwise, all of which shall be cumulative and not alternative.
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IN WITNESS WHEREOF, an authorized officer of Network-1 has signed and
delivered this Option as of the date first written above.
NETWORK-1 SECURITY SOLUTIONS, INC.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, Chief Financial Officer
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ELECTION TO EXERCISE
(To be executed by the registered holder if such holder desires to exercise the
within Option)
To: NETWORK-1 SECURITY SOLUTIONS, INC.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
The undersigned hereby (1) irrevocably elects to exercise its right to exercise
_____ shares of Common Stock covered by the within Option, (2) makes payment in
full of the Exercise Price by enclosure of a certified check or (3) elects a
cashless exercise, (4) requests that certificates for such shares be issued in
the name of:
Please print name, address and Social Security or Tax Identification Number:
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and (5) if said number of shares shall not be all the shares evidenced by the
within Option, requests that a new Option Agreement for the balance of the
shares covered by the within Option be registered in the name of, and delivered
to:
Please print name and address:
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In lieu of receipt of a fractional shares of Common Stock, the undersigned will
receive a check representing payment therefor.
Dated:
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By:
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FORM OF ASSIGNMENT
FOR VALUE RECEIVED __________________, hereby sells, assigns and transfers
to ____________ (Social Security or I.D. No. _____________) the within Option,
or that portion of this Option purchasable for ________ shares of Common Stock
together with all rights, title and interest therein, and does hereby
irrevocably constitute and appoint ______________ attorney to transfer such
Option on the register of Network-1 Security Solutions, Inc., with full power
and substitution.
--------------------------------
(Signature)
Dated: ___________, 20__
Signature Guaranteed:
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