Employee Option Exercise Agreement

EMPLOYEE OPTION EXERCISE AGREEMENT

Parties and Date

This Employee Option Exercise Agreement (the Agreement) is made between the Company named below and the Employee named below as of the Effective Date set forth herein.

Company Name:

Employee Name:

Effective Date:

Personal Information

Position Information

Option Exercise Details

Option Grant Identifier:

Number of Shares to be Purchased:

Exercise Price Per Share: $

Aggregate Purchase Price: $

Representations and Warranties of Employee

Employee represents and warrants to the Company that:

1. Employee is an employee of the Company and has authority to enter this Agreement and to perform its obligations.
2. The funds used to pay the Aggregate Purchase Price are not derived from any illegal activity and are free of any liens or encumbrances.
3. Employee is acquiring the Shares for investment for Employee's own account and not with a view to distribution, and Employee understands that the Shares have not been registered under applicable securities laws.
4. Employee is not subject to any contractual restriction that would prohibit Employee from receiving the Shares or executing this Agreement.

Conditions to Issuance of Shares

Issuance of the Shares upon exercise is expressly conditioned upon:

1. Employee's continued compliance with the Plan, the Option Agreement governing the grant, and applicable law;
2. Satisfactory payment of the Aggregate Purchase Price as provided above;
3. Receipt by the Company of such legal opinions, stop-transfer certificates, and representations as the Company may reasonably request; and
4. Any required board or committee approval of the issuance and compliance with any applicable securities laws.

Tax Withholding and Acknowledgements

Employee acknowledges that the Company has the right to withhold or require payment of any taxes required by law arising from this exercise and the issuance of Shares. Employee authorizes the Company to withhold required taxes from payroll or to require payment of taxes by separate payment prior to issuance of Shares.

Legends; Restrictive Legends

Employee acknowledges that certificates (or book-entry) representing the Shares may bear legends restricting transfer and noting the securities law exemptions relied upon by the Company, and that the Company may refuse to register any transfer or deliver any certificates until legends are removed in accordance with Company policy and applicable law.

Indemnification

Employee agrees to indemnify and hold harmless the Company and its affiliates, officers, directors and employees against any claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of Employee's breach of representations or failure to comply with applicable securities laws in connection with this exercise, except to the extent the claim arises from the Company's gross negligence or willful misconduct.

Miscellaneous

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Company's principal executive office is located, without regard to conflict of law principles.

Entire Agreement: This Agreement, together with the Plan and the Option Agreement under which the Option was granted, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

Amendments: This Agreement may be amended only by a writing signed by both parties. Counterparts: This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

Administrative Information (Optional)

Employee ID/Number:

Employment History (Two Most Recent Employers)

Education

References (Professional)

Legal Disclosures and Authorizations

At-Will Employment: Employment with the Company, if applicable, is on an at-will basis and may be terminated by either the Company or the Employee at any time, with or without cause, subject to applicable law.

Equal Opportunity: The Company is an equal opportunity employer. Employment decisions are made without regard to protected characteristics as required by applicable law.

Employee Certifications and Acknowledgements

By signing below, Employee certifies that all information provided in this Agreement and any attachments is true and complete, that Employee has read and understands this Agreement, the Plan, and the Option Agreement, and that Employee consents to the Company's actions to effectuate this exercise, including any required tax withholding.

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