Common use of Exercise Agreement Clause in Contracts

Exercise Agreement. Vested Options shall be exercisable by delivery to the Company of (i) exercise agreement ("Exercise Agreement") executed by Participant in such form as may be approved or accepted by the Company, which shall set forth Participant's election to exercise this Vested Options with respect to some or all of the shares of Award Shares subject to Vested Options, the number of Award Shares subject to Vested Options being purchased, and (ii) such other agreement (a "Restriction Agreement") executed by Participant at the request of the Company to comply with any restrictions imposed on the Award Shares subject to Vested Options or may from time to time be requested by investor or lender to the Company or by any buyer of the Company or any of its assets or by the holders of a majority of the shares of Common Stock of the Company (including, without limitation, vesting or performance-based restrictions, rights of the Company to re-purchase Award Shares acquired pursuant to the exercise of an Vested Options, voting restrictions, investment intent restrictions, restrictions on transfer, “first refusal” rights of the Company to purchase Award Shares acquired pursuant to the exercise of an Vested Options prior to their sale to any other person, "tag along" rights of other securities holders to sell securities to a purchaser of Award Shares from Participant, “drag along” rights requiring the sale of shares to a third party purchaser in certain circumstances, “lock up” type restrictions in the case of an initial public offering of the Company’s stock, restrictions or limitations that would be applied to shareholders under any applicable restriction agreement among the shareholders, and restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which any securities of the Company, a Parent or a Subsidiary is then listed and/or traded, and/or under any blue sky or state securities laws applicable to such Award Shares). The Company may modify the required Exercise Agreement or Restriction Agreement at any time for any reason consistent with the Plan or may from time to time be requested by investor or lender to the Company or by any buyer of the Company or any of its assets or by the holders of a majority of the shares of Common Stock of the Company. If the Participant receives a hardship distribution from a Code §401(k) plan of the Company, or any Parent or Subsidiary, this Vested Options may not be exercised during the six (6) month period following the hardship withdrawal (unless the Company determines that such exercise would not jeopardize the tax-qualification of such Code §401(k) plan).