OF OPTION SHARES. The Option Shares shall vest ("Vest" and derivations) and become "Vested Option Shares" on the dates ("Vesting Dates") set forth in the following Vesting Schedule:

OF OPTION SHARES. The vesting base date (the "Vesting Base Date") shall be the same date as the grant date set forth in Item B above; the Option Shares shall vest on the first anniversary of the Vesting Base Date at the rate specified in Item F above; the Option Shares shall vest at the end of each full period thereafter at the rate specified in Item G above.

OF OPTION SHARES. The Option Shares shall vest and become exercisable in accordance with the following schedule: (a) 1,250,000 of the Option Shares shall be vested and exercisable as of the Grant Date; (b) 1,000,000 of the Option Shares shall become vested and exercisable on March 18, 1999, provided Optionee remains an employee of the Corporation as of such date; and (c) 1,000,000 of the Option Shares shall become vested and exercisable on March 18, 2000, provided Optionee remains an employee of the Corporation as of such date. In addition, the Option Shares shall become immediately vested and fully exercisable upon a Change in Control. Any vested portion of the Option Shares not purchased on its vesting date may be purchased thereafter; provided, however, that the Option granted hereunder shall terminate upon the expiration of the Option Term. Optionee shall have the right hereunder to purchase solely the Option Shares which have become vested and exercisable under this Agreement and any portion of the Option Shares which shall not have become vested and exercisable hereunder shall terminate and be forfeited by Optionee upon termination of Optionee's status as an employee of the Corporation.

OF OPTION SHARES. (a) VESTING SCHEDULE. Subject to the expiration or earlier termination of the Option, and except as otherwise provided in Sections 2(b) and 2(c), the Option shall vest and become exercisable with respect to the following percentages of the Option Shares on the following vesting dates, provided that Optionee is then employed by the Company and shall have been continuously employed by the Company from the Award Date through such dates: Notwithstanding the foregoing sentence, and except as otherwise provided herein, the above described vesting shall cease and no unvested Option Shares shall vest after the date on which your employment with the Company terminates for any reason. (b) ACCELERATION OF VESTING UPON DISCHARGE IN ANTICIPATION OF OR FOLLOWING A CHANGE IN CONTROL. If your employment is terminated by the Company in connection with or anticipation of a Change in Control, or if your employment is terminated by the Company or a Successor Entity (as defined in Section 7) at any time during the one-year period commencing on the date of a Change in Control, all unvested Option Shares shall automatically vest upon such termination of employment. For the purpose of this Section 2(b), your employment shall be deemed to have been terminated by the Company or a Successor Entity if your employment (i) is actually terminated by the Company or a Successor Entity other than for Cause or (ii) is terminated by you at any time during the one-year period commencing on the date of a Change in Control for Good Reason (as defined in Section 7). (c) ACCELERATION OF VESTING UPON RETIREMENT, DISABILITY, OR DEATH. In the event of (i) your retirement from the Company after attaining age 65, or, in the Committee's discretion, your retirement after attaining age 55 but not age 65, (ii) your Disability (as defined in Section 7) if you become Disabled while an employee of the Company and such Disability results in your separation of employment from the Company, or (iii) your death if such death occurs while your are employed by the Company, all unvested Option Shares shall automatically vest and become immediately exercisable.

OF OPTION SHARES. 3.1. The Option Shares shall vest as follows: (i) of the Option Shares shall vest and become exercisable on the date that is ___________ months from the Effective Date and (ii) ____th of the Option Shares shall vest and become exercisable at the end of each month thereafter for _______________ months; provided that Optionee remains an employee of the Corporation as of each such date. 3.2. Any vested portion of the Option Shares not purchased on its vesting date may be purchased thereafter; provided, however, that the Option granted hereunder shall terminate upon the expiration of the Option Term. Optionee shall have the right hereunder to purchase solely the Option Shares which have become vested and exercisable under this Agreement and any portion of the Option Shares which shall not have become vested and exercisable hereunder shall terminate and be forfeited by Optionee upon termination of Optionee's status as an employee of the Corporation.

OF OPTION SHARES. (a) Ordinary Vesting of Unvested Options. Beginning on March 10, ------------------------------------ 1998, and on each of the subsequent annual anniversaries of that date as hereinbelow specified, the percentage of the Option Shares hereinbelow specified shall become vested; provided, however that there has been no Termination As A -------- ------- Director and the Company does not fail or refuse to nominate Optionee as a director and Optionee is thereafter elected on or prior to such applicable grant date: Date Shares ---- ------

Related to OF OPTION SHARES

Option Shares For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option to purchase up to [●] additional shares of Common Stock, representing fifteen percent (15%) of the Firm Shares sold in the offering, from the Company (the “Over-allotment Option”). Such [●] additional shares of Common Stock, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Option Shares.” The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1 hereof. The Firm Shares and the Option Shares are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Securities is hereinafter referred to as the “Offering.”
Delivery of Option Shares The Company shall deliver a certificate for the Option Shares to the Employee as soon as practicable after payment therefor.
Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.
The Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.
Initial Shares The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”
Free Shares Free Shares that are not Omnibus Shares (“Non-Omnibus Free Shares”) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Non-Omnibus Commission Shares of a Fund outstanding on such date are attributed to each on such date; provided that if the Distributor and its transferees reasonably determines that the transfer agent is able to produce monthly reports that track the Date of Original Issuance for such Non-Omnibus Free Shares, then such Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
Common Shares 4 Company...................................................................................... 4
Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.
Adjustment in Option Shares Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.
Founder Shares In July 2023 and September 2023, Hercules Capital Management Corp (the “Sponsor”) acquired an aggregate of 1,437,500 Class B ordinary shares of the Company, par value $0.0001 per share (the “Founder Shares”), for an aggregate consideration of $25,000 to. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or any of its transferees prior to the date hereof (collectively, the “Initial Shareholders”) until the earlier of: (i) six months following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination, that results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after the initial Business Combination, 50% of the Founder Shares will be released from such transfer restrictions. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within the period of time as provided in its amended and restated memorandum and articles of association. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 187,500 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding shares of the Company (excluding the Placement Shares (as defined below) and the Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

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