Common use of Exercise of Options and Warrants Clause in Contracts

Exercise of Options and Warrants. Such Stockholder hereby irrevocably elects to exercise such Stockholder’s Warrants and/or vested Company Stock Options, if any, conditioned solely upon the occurrence of the Acceptance Time and the Wire Initiation, in a cashless exercise (without shares of Common Stock being sold into the public market in connection therewith) such that such Stockholder will be entitled to receive immediately after the Wire Initiation in full satisfaction of the Company’s obligations with respect to the Warrants and/or vested Company Stock Options the number of shares of Common Stock equal to the aggregate number of shares of Common Stock underlying the Warrants and/or Company Stock Options, less the number of shares of Common Stock (valued at $26.00 per share for this purpose) withheld by the Company (a) in payment of the exercise price of the Warrants and/or Company Stock Options, as applicable, and (b) in order to satisfy all required withholding taxes due on account of the exercise of the Warrants and/or Company Stock Options, as applicable (the net shares so delivered, the “Net Shares”). The Company covenants that it shall issue, or cause to be issued, duly and validly executed physical stock certificates representing the Net Shares in the name of such Stockholder immediately after the Wire Initiation in full satisfaction of the Company’s obligations under the Warrants and Company Stock Options.