Common use of Exercise of Right Clause in Contracts

Exercise of Right. If the Employee desires to transfer all or any part of the Option Shares to any person other than the Company (an "Offeror"), the Employee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Option Notice") to the Company setting forth the Employee's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Shares (the "Company Option Shares") specified in the Option Notice, such option to be exercisable by giving, within 30 days after receipt of the Option Notice, a written counter-notice to the Employee. If the Company elects to purchase any or all of such Company Option Shares, it shall be obligated to purchase, and the Employee shall be obligated to sell to the Company, such Company Option Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice.

Exercise of Right. If the Employee Optionee desires to transfer all or any part of the Option Vested Shares to any person other than the Company (an "Offeror"), the Employee Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Option Notice") to the Company setting forth the EmployeeOptionee's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Vested Shares (the "Company Option Shares") specified in the Option Notice, such option to be exercisable by giving, within 30 days after receipt of the Option Notice, a written counter-notice to the EmployeeOptionee. If the Company elects to purchase any or all of such Company Option Shares, it shall be obligated to purchase, and the Employee Optionee shall be obligated to sell to the Company, such Company Option Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice.

Exercise of Right. If the Employee desires to transfer sell all or any part of the Option Shares shares acquired under this option (including any securities received in respect thereof pursuant to any person other than stock dividend, stock split, reclassification, reorganization, recapitalization or the Company like), and an offeror (an the "Offeror")) has made an offer therefor, which offer the Employee desires to accept, the Employee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "Bona Fide Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Option Notice") to the Company setting forth the Employee's his or her desire to transfer sell such shares, which Option Notice shall be accompanied by a photocopy of the original executed Bona Fide Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Bona Fide Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Shares shares (the "Company Option Shares") specified in the Option Notice, such option to be exercisable by giving, within 30 days after receipt of the Option Notice, a written counter-notice to the Employee. If the Company elects to purchase any or all of such Company Option Shares, it shall be obligated to purchase, and the Employee shall be obligated to sell to the Company, such Company Option Shares at the price and terms indicated in the Bona Fide Offer within 30 60 days from the date of delivery receipt by the Company of such counter-noticethe Option Notice.

Exercise of Right. If the Employee Optionee desires to transfer all or any part of the Option Shares Issued Shares, or any other shares of Common Stock owned by the Optionee, to any person other than the Company (an "Offeror"), the Employee Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Option Notice") to the Company setting forth the EmployeeOptionee's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Issued Shares (the "Company Option Shares") specified in the Option Notice, such option to be exercisable by giving, within 30 days after receipt of the Option Notice, a written counter-notice counternotice to the EmployeeOptionee. If the Company elects to purchase any or all of such Company Option Shares, it shall be obligated to purchase, and the Employee Optionee shall be obligated to sell to the Company, such Company Option Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-noticecounternotice.

Exercise of Right. If the Employee desires to transfer all or any part of the Option Vested Shares to any person other than the Company (an "Offeror"), the Employee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Option Notice") to the Company setting forth the Employee's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Vested Shares (the "Company Option Shares") specified in the Option Notice, such option to be exercisable by giving, within 30 days after receipt of the Option Notice, a written counter-notice to the Employee. If the Company elects to purchase any or all of such Company Option Shares, it shall be obligated to purchase, and the Employee shall be obligated to sell to the Company, such Company Option Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice.

Exercise of Right. If the Employee Optionee desires to transfer all or any part of the Option Shares Vested Units to any person other than the Company (an "“Offeror"”), the Employee Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "“Offer"”) for the purchase thereof from the Offeror; and (ii) give written notice (the "“Option Notice"”) to the Company setting forth the Employee's Optionee’s desire to transfer such sharesunits, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Shares Vested Units (the "“Company Option Shares"Units”) specified in the Option Notice, such option to be exercisable by giving, within 30 days after receipt of the Option Notice, a written counter-notice to the EmployeeOptionee. If the Company elects to purchase any or all of such Company Option SharesUnits, it shall be obligated to purchase, and the Employee Optionee shall be obligated to sell to the Company, such Company Option Shares Units at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice.

Exercise of Right. If the Employee Optionee desires to transfer all or any part of the Option Issued Shares to any person other than the Company (an "“Offeror"”), the Employee Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "“Offer"”) for the purchase thereof from the Offeror; and (ii) give written notice (the "“Option Notice"”) to the Company setting forth the Employee's Optionee’s desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Issued Shares (the "“Company Option Shares"”) specified in the Option Notice, such option to be exercisable by giving, within 30 days after receipt of the Option Notice, a written counter-notice counternotice to the EmployeeOptionee. If the Company elects to purchase any or all of such Company Option Shares, it shall be obligated to purchase, and the Employee Optionee shall be obligated to sell to the Company, such Company Option Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-noticecounternotice.

Exercise of Right. If the Employee Optionee desires to transfer all or any part of the Option Shares shares acquired pursuant to this Agreement to any person other than the Company (an "“Offeror"”), the Employee Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "“Offer"”) for the purchase thereof from the Offeror; and (ii) give written notice (the "“Option Notice"”) to the Company setting forth the Employee's Optionee’s desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Shares shares (the "“Company Option Shares"”) specified in the Option Notice, such option to be exercisable by giving, within 30 days after receipt of the Option Notice, a written counter-notice to the EmployeeOptionee. If the Company elects to purchase any or all of such Company Option Shares, it shall be obligated to purchase, and the Employee Optionee shall be obligated to sell to the Company, such Company Option Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice.

Exercise of Right. If the Employee Optionee desires to transfer all or any part of the Option Shares Vested Units to any person other than the Company (an "“Offeror"”), the Employee Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "“Offer"”) for the purchase thereof from the Offeror; and (ii) give written notice (the "“Option Notice"”) to the Company setting forth the Employee's Optionee’s desire to transfer such sharesunits, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Shares Vested Units (the "“Company Option Shares"Units”) specified in the Option Notice, such option to be exercisable by giving, within 30 days after receipt of the Option Notice, a written counter-notice to the EmployeeOptionee. If the Company elects to purchase any or all of such Company Option SharesUnits, it shall be obligated to purchase, and the Employee Optionee shall be obligated to sell to the Company, such Company Option Shares Units at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice.. Execution Version

Exercise of Right. If the Employee Company does not elect to purchase any Option Shares within the period specified in Section 8(a) and thereafter the Optionee desires to transfer all or any part of the Option Shares to any person other than the Company (an "Offeror"), the Employee Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Option Notice") to the Company setting forth the EmployeeOptionee's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Shares (the "Company Option Shares") specified in the Option Notice, such option to be exercisable by giving, within 30 10 days after receipt of the Option Notice, a written counter-counter notice to the Employeeoptionee. If the Company elects to purchase any or all of such Company Option Shares, it shall be obligated to purchase, and the Employee Optionee shall be obligated to sell to the Company, such Company Option Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-counter notice.

Exercise of Right. If the Employee Optionee or his or her ----------------- legal representative (the "Transferor") desires to transfer all or any part of the Option Shares to any person other than the Company (an "Offeror"), the Employee Transferor shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Option Notice") to the Company setting forth the EmployeeOptionee's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offerbona fide offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Shares shares (the "Company Option Shares") specified in the Option Notice, such option to be exercisable by giving, within 30 days after receipt of the Option Notice, a written counter-notice to the EmployeeTransferor. If the Company elects to purchase any or all of such Company Option Shares, it shall be obligated to purchase, and the Employee Optionee shall be obligated to sell to the Company, such Company Option Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice.

Exercise of Right. If the Employee Optionee desires to transfer all or any part of the Option Shares to any person other than the Company (an "Offeror"), the Employee Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Option Notice") to the Company setting forth the EmployeeOptionee's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Shares (the "Company Option Shares") specified in the Option Notice, such option to be exercisable by giving, within 30 days after receipt of the Option Notice, a written counter-notice to the EmployeeOptionee. If the Company elects to purchase any or all of such Company Option Shares, it shall be obligated to purchase, and the Employee Optionee shall be obligated to sell to the Company, such Company Option Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice.

Exercise of Right. If the Employee desires to transfer sell all or any part of the Option Shares shares acquired under this option (including any securities received in respect thereof pursuant to any person other than stock dividend, stock split, reclassification, reorganization, recapitalization or the Company like), and an offeror (an the "Offeror")) has made an offer therefore, which offer the Employee desires to accept, the Employee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the a "Bona Fide Offer") for the purchase thereof from the Offeror; Offeror and (ii) give written notice (the "Option Notice") to the Company setting forth the Employee's desire to transfer sell such shares, which Option Notice shall be accompanied by a photocopy of the original executed Bona Fide Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Bona Fide Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Shares shares (the "Company Option Shares") specified in the Option Notice, such option to be exercisable by giving, within 30 thirty (30) days after receipt of the Option Notice, a written counter-notice to the Employee. If the Company elects to purchase any or all of such Company Option Shares, it shall be obligated to purchase, and the Employee shall be obligated to sell to the Company, such Company Option Shares at the price and terms indicated in the Bona Fide Offer within 30 sixty (6) days from the date of delivery receipt by the Company of such counter-noticethe Option Notice.

Exercise of Right. If the Employee Optionee or his or her legal representative (the "Transferor") desires to transfer all or any part of the Option Shares to any person other than the Company (an "Offeror"), the Employee Transferor shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Option Notice") to the Company setting forth the EmployeeOptionee's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offerbona fide offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Shares shares (the "Company Option Shares") specified in the Option Notice, such option to be exercisable by giving, within 30 days after receipt of the Option Notice, a written counter-notice to the EmployeeTransferor. If the Company elects to purchase any or all of such Company Option Shares, it shall be obligated to purchase, and the Employee Optionee shall be obligated to sell to the Company, such Company Option Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice.

Exercise of Right. Option Shares may not be transferred without the Company's written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 14. If the Employee Optionee desires to transfer all or any part of the Option Shares that have been held by the Optionee for more than six (6) months from the date of exercise (such Option Shares being referred to as "Transferable Shares") to any person other than the Company (an "Offeror"), the Employee Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Option Notice") to the Company setting forth the EmployeeOptionee's desire to transfer such sharesTransferable Shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Transferable Shares (the "Company Option Shares") specified in the Option Notice, such option to be exercisable by giving, within 30 15 days after receipt of the Option Notice, a written counter-notice to the EmployeeOptionee. If the Company elects to purchase any or all of such Company Option Shares, it shall be obligated to purchase, and the Employee Optionee shall be obligated to sell to the Company, such Company Option Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice.

Exercise of Right. If the Employee desires to transfer all or any part of the Option Shares to any person other than the Company (an "Offeror"), the Employee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Option Notice") to the Company setting forth the Employee's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Shares (the "Company Option Shares") specified in the Option Notice, such option to be exercisable by giving, within 30 days after receipt of the Option Notice, a written counter-notice to the Employee. If the Company elects to purchase any or all of such Company Option Shares, it shall be obligated to purchase, and the Employee shall be obligated to sell to the Company, such Company Option Shares at the 6 -6- price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice.

Exercise of Right. If the Employee Purchaser desires to transfer all or any part of the Option Vested Shares to any person other than the Company (an "Offeror"), the Employee Purchaser 4 -4- shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Option Notice") to the Company setting forth the EmployeePurchaser's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Vested Shares (the "Company Option Shares") specified in the Option Notice, such option to be exercisable by giving, within 30 days after receipt of the Option Notice, a written counter-notice to the EmployeePurchaser. If the Company elects to purchase any or all of such Company Option Shares, it shall be obligated to purchase, and the Employee Purchaser shall be obligated to sell to the Company, such Company Option Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice.

Exercise of Right. If the Employee Optionee or the Optionee's legal representative (the "Transferor") desires to transfer all or any part of the Option Shares to any person other than the Company Corporation (an "Offeror"), the Employee Transferor shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Option Notice") to the Company Corporation setting forth the EmployeeOptionee's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offerbona fide offer. Upon receipt of the Option Notice, the Company Corporation shall have an assignable option to purchase any or all of such Option Shares shares (the "Company Corporation Option Shares") specified in the Option Notice, such option to be exercisable by giving, within 30 days after receipt of the Option Notice, a written counter-notice to the EmployeeTransferor. If the Company Corporation elects to purchase any or all of such Company Corporation Option Shares, it shall be obligated to purchase, and the Employee Optionee shall be obligated to sell to the CompanyCorporation, such Company Corporation Option Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company Corporation of such counter-notice.

Exercise of Right. If the Employee desires to transfer sell all or any part of the Option Shares shares acquired under this option (including any securities received in respect thereof pursuant to any person other than stock dividend, stock split, reclassification, reorganization, recapitalization and the Company like), and an offeror (an the "Offeror")) has made an offer therefor, which offer the Employee desires to accept, the Employee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "Bona Fide Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Option Notice") to the Company setting forth the Employee's his desire to transfer sell such shares, which Option Notice shall be accompanied by a photocopy of the original executed Bona Fide Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Bona Fide Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Shares shares (the "Company Option Shares") specified in the Option Notice, such option to be exercisable by giving, within 30 thirty (30) days after receipt of the Option Notice, a written counter-notice to the Employee. If the Company elects to purchase any or all of such Company Option Shares, it shall be obligated to purchase, and the Employee shall be obligated to sell to the Company, such Company Option Shares at the price and terms indicated in the Bona Fide Offer within 30 sixty (60) days from the date of delivery receipt by the Company of such counter-noticethe Option Notice.