Common use of Manner of Exercise and Payment Clause in Contracts

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of notice of exercise to iParty (in the form required by iParty), specifying the number of shares of Common Stock to be purchased and delivering the option price pursuant to Section 5.2 hereof. 5.2 The option price may be paid (i) with cash, certified check or bank check, and (ii) if established by iParty, through a “same day sale” commitment from Grantee and a broker-dealer selected by iParty that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby the Grantee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased having a “fair market value” equal to the total Option exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the total option exercise price directly to iParty. In the discretion of the Board, the exercise price of the option may also be paid by one or more of the following methods: (i) surrender of shares of Common Stock (having a Fair Market Value equal to the Option exercise price) held by the Grantee for at least six (6) months prior to exercise (or such longer or shorter period as may be required to avoid a charge to earnings for financial accounting purposes) or the attestation of ownership of such shares, in either case, if so permitted by iParty, (ii) through additional methods prescribed by the Board, including, without limitation, loans, installment payments and/or guarantees, all under such terms and conditions as deemed appropriate by the Board in its discretion, or (iii) by any combination of any of the foregoing methods, and, in all instances, to the extent permitted by applicable law. The Grantee’s subsequent transfer or disposition of any shares of Common Stock acquired upon exercise of the Option shall be subject to any Federal and state laws then applicable, specifically securities law, and the terms and conditions of this Plan. 5.3 Upon receipt of notice of exercise and full payment for the shares in respect of which the Option is being exercised, iParty shall, subject to any applicable law, take such action as may be necessary to effect the transfer to the Grantee of the number of shares as to which such exercise was effective. 5.4 Effective upon the exercise of the Option in whole or in part and the receipt by iParty of the option price for the shares being purchased, the Grantee shall be the holder of record of such shares and shall have all of the rights of a shareholder with respect thereto (including the right to vote such shares at any meeting at which the holders of the Common Stock may vote, the right to receive all dividends declared and paid upon such shares and the right to exercise any rights or warrants issued in respect of any such shares). iParty shall, upon receipt of the option price, issue in the name of the Grantee a certificate representing the shares purchased from time to time.

Manner of Exercise and Payment. 5.1 (a) Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option may be exercised by delivery of written notice of exercise to iParty (the Company, in substantially the form required by iParty)attached hereto as Appendix I, specifying at its principal executive office. Such notice shall state that the number of shares of Common Stock to be purchased and delivering the option price pursuant to Section 5.2 hereof. 5.2 The option price may be paid (i) with cash, certified check or bank check, and (ii) if established by iParty, through a “same day sale” commitment from Grantee and a broker-dealer selected by iParty that Optionee is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby the Grantee irrevocably elects electing to exercise the Option and the number of Option Shares to sell be exercised under the Option and shall be signed by the Optionee. If requested by the Company, the Optionee shall (i) deliver this Agreement to the Company which shall endorse thereon a portion notation of such exercise and (ii) provide satisfactory proof as to the right of the shares so purchased having Optionee to exercise the Option. (b) The notice of exercise described in Section 6(a) hereof shall be accompanied by the full purchase price for the Option Shares to be acquired under the Option by any one or a “fair market value” equal to the total Option exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the total option exercise price directly to iParty. In the discretion combination of the Board, the exercise price of the option may also be paid by one or more of the following methodsfollowing: (i) surrender cash (by certified check or wire transfer of shares of Common Stock (having a Fair Market Value equal to the Option exercise price) held by the Grantee for at least six (6) months prior to exercise (or such longer or shorter period as may be required to avoid a charge to earnings for financial accounting purposes) or the attestation of ownership of such shares, in either case, if so permitted by iPartyimmediately available funds), (ii) through additional methods prescribed if requested by the Board, including, without limitation, loans, installment payments and/or guarantees, all under such terms and conditions as deemed appropriate by the Board in its discretion, or (iii) by any combination of any of the foregoing methods, and, in all instancesOptionee, to the extent permitted by applicable law, transferring fully paid Company Shares held at least six (6) months to the Company with a Fair Value (as defined in Section 15(c) below) equal to the aggregate purchase price (less any portion paid in cash pursuant to clause (i) or by the surrender of a vested right to Option Shares pursuant to clause (iii)) or (iii) if requested by the Optionee, to the extent permitted by applicable law, surrendering the vested right of the Optionee to exercise this Option for Option Shares with a Fair Value in excess of the Exercise Price for such Option Shares equal to the aggregate purchase price (less any portion paid in cash pursuant to clause (i) or by transfer of Company Shares pursuant to clause (ii)). The Grantee’s subsequent In addition, the Optionee may provide instructions to the Company that upon receipt of the Option purchase price in cash, by certified check or by wire transfer of immediately available funds, from a broker or disposition dealer acting at the direction of the Optionee, in payment for any shares of Common Stock acquired upon Option Shares pursuant to the exercise of the Option, the Company shall issue such Option Shares directly to the designated broker or dealer. Any Company Shares to be valued in connection with a transfer of Company Shares to the Company or Option Shares to be valued in connection with a surrender of vested rights to exercise this Option for Option Shares as payment of the purchase price under the Option shall be subject to any Federal and state laws then applicable, specifically securities law, valued at their Fair Value on the day preceding the date of exercise of the Option. No fractional Option Shares (or cash in lieu thereof) shall be issued upon exercise of an Option and the terms and conditions number of this PlanOption Shares that may be purchased upon exercise shall be rounded to the nearest number of whole Option Shares. 5.3 (c) Upon receipt of notice of exercise and full payment for the shares Option Shares in respect of which the Option is being exercised, iParty the Company shall, subject to any applicable lawSection 9 of this Agreement, take such action as may be necessary to effect the transfer to the Grantee Optionee of the number of shares Option Shares as to which such exercise was effectiveeffective within five (5) Business Days thereof, including, without limitation, issuing and delivering the Option Shares to the Optionee and entering the Optionee’s name as a shareholder of record on the books of the Company with respect to the Option Shares. 5.4 Effective upon the exercise of the Option in whole or in part and the receipt by iParty of the option price for the shares being purchased, the Grantee (d) The Optionee shall not be deemed to be the holder of record of such shares and shall of, or to have all any of the rights of a shareholder holder with respect thereto to, any Option Shares subject to the Option until (including i) the right Option shall have been exercised pursuant to vote the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Option Shares to be acquired under the Option, (ii) the Company shall have issued and delivered the Option Shares to the Optionee, and (iii) the Optionee’s name shall have been entered as a shareholder of record on the books of the Company with respect to the Option Shares, whereupon the Optionee shall have full voting and other ownership rights with respect to such shares at any meeting at Option Shares. Except as otherwise expressly provided in this Agreement, no adjustment shall be made for cash dividends or other distributions or rights for which the holders of record date is prior to the Common Stock may vote, the right to receive all dividends declared and paid upon such shares and the right to exercise date on which any rights or warrants issued in respect of any such shares). iParty shall, upon receipt of the option price, issue in the name of the Grantee a certificate representing the shares purchased from time to timeOption Shares are issued.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the The Option or any exercisable portion thereof may be exercised solely by delivery to the Secretary of the Company or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 4.4: (a) A written notice complying with the applicable rules established by the Board stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; and (i) Full cash payment to the Secretary of exercise the Company for the shares with respect to iParty which such Option or portion thereof is exercised; or (in ii) With the form required by iParty)consent of the Board, specifying the number of (A) shares of Common Stock owned by the Optionee and, unless the Committee provides otherwise in its sole discretion, held by the Optionee for at least six (6) months, duly endorsed for transfer to be purchased and delivering the option price pursuant to Section 5.2 hereof. 5.2 The option price may be paid (i) Company, with cash, certified check or bank check, and (ii) if established by iParty, through a “same day sale” commitment from Grantee and a broker-dealer selected by iParty that is a member Fair Market Value on the date of the National Association of Securities Dealers (an “NASD Dealer”) whereby the Grantee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased having a “fair market value” delivery equal to the total Option aggregate exercise price and whereby of the NASD Dealer irrevocably commits Option or exercised portion thereof, or (B) shares of Common Stock issuable to the Optionee upon receipt exercise of such shares the Option or portion thereof, with a Fair Market Value on the date of delivery equal to forward the total option aggregate exercise price directly to iParty. In of the discretion Option or exercised portion thereof; or (iii) With the consent of the Board, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the exercise price imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Board. The Board may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the option may also be paid by one or more Board, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the following methods: (i) surrender of Board, a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option or portion thereof, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (having vi) With the consent of the Board, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory to the Board, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Securities Act") and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Board may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on the exercise of the Option or portion thereof does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and (d) Full payment to the Company of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option or portion thereof in cash, or with the consent of the Board, (i) shares of Common Stock owned by the Optionee and, unless the Committee provides otherwise in its sole discretion, held by the Optionee for at least six (6) months, duly endorsed for transfer, with a Fair Market Value equal to the Option exercise price) held by the Grantee for at least six (6) months prior to exercise (or such longer or shorter period as may be minimum amount required to avoid a charge to earnings for financial accounting purposes) be withheld, or the attestation of ownership of such shares, in either case, if so permitted by iParty, (ii) through additional methods prescribed by the Board, including, without limitation, loans, installment payments and/or guarantees, all under such terms and conditions as deemed appropriate by the Board in its discretion, or (iii) by any combination of any of the foregoing methods, and, in all instances, to the extent permitted by applicable law. The Grantee’s subsequent transfer or disposition of any shares of Common Stock acquired issuable to the Optionee upon exercise of the Option or portion thereof with a Fair Market Value equal to the minimum amount required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion thereof shall be subject exercised by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to any Federal and state laws then applicable, specifically securities law, and exercise the terms and conditions of this PlanOption. 5.3 Upon 5.2 Subject to Section 5.1(d), upon receipt of notice of exercise and full payment for the shares in respect of which the Option is being exercised, iParty shall, subject to any applicable law, the Company shall take such action as may be necessary to effect the transfer to the Grantee Optionee of the number of shares of Common Stock as to which such exercise was effective. 5.4 Effective upon the exercise of the Option in whole or in part and the receipt by iParty of the option price for the shares being purchased, the Grantee 5.3 The Optionee shall not be deemed to be the holder of record of such shares and shall of, or to have all any of the rights of a shareholder holder with respect thereto to any shares subject to the Option until (including i) the right Option shall have been exercised pursuant to vote such the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of shares at any meeting at in respect of which the holders Option was exercised, (ii) the Company shall have issued and delivered the shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such shares. 5.4 For purposes of this Agreement, the term "Fair Market Value" of a share of Common Stock as of a given date shall be (i) the closing price of a share of Common Stock on the principal exchange on which shares of Common Stock are then trading, if any (or as reported on any composite index which includes such principal exchange), on the trading day previous to such date, or if shares were not traded on the trading day previous to such date, then on the next preceding date on which a trade occurred, or (ii) if Common Stock is not traded on an exchange but is quoted on National Association of Securities Dealers Automated Quotation System (NASDAQ) or a successor quotation system, the mean between the closing representative bid and asked prices for the Common Stock may voteon the trading day previous to such date as reported by NASDAQ or such successor quotation system, or if shares were not traded on the trading day previous to such date, then on the next preceding date on which a trade occurred; or (iii) if Common Stock is not publicly traded on an exchange and not quoted on NASDAQ or a successor quotation system, the right to receive all dividends declared and paid upon such shares and fair market value of a share of Common Stock as established by the right to exercise any rights or warrants issued Board acting in respect of any such shares). iParty shall, upon receipt of the option price, issue in the name of the Grantee a certificate representing the shares purchased from time to timegood faith.

Manner of Exercise and Payment. 5.1 Subject 4.1 To exercise the Option, the Optionee must deliver a completed copy of the Option Exercise Form, attached hereto as Exhibit A, to the address indicated on such Form or such other address designated by the Company from time to time. Contemporaneously with the delivery of the Option Exercise Form, the Optionee shall tender the Option Exercise Price to the Company, (i) by cash, check, wire transfer or such other method of payment (e.g., delivery or attestation of Shares already owned) as may be acceptable to the Company, (ii) by "cashless exercise" in accordance with the provisions of Section 4.3, but only when a registration statement under Securities Act qualifying a public offering of the underlying Shares is not then in effect, or (iii) by a combination of the foregoing methods of payment selected by the Optionee. The Option may be exercised in whole or in part with respect to the vested Shares. Within thirty (30) days of delivery of the Option Exercise Form and tender of the Option Exercise Price, the Company shall deliver certificates evidencing the Shares to the Optionee, duly endorsed for transfer to the Optionee, free and clear of all liens, security interests, pledges or other claims or charges. 4.2 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms and conditions of this Agreement and the PlanOptionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares. 4.3 Notwithstanding any provisions herein to the contrary, if the Per Share Market Value of one share of Common Stock is greater than the Option Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Option by payment of cash, the Optionee may exercise this Option may be exercised by delivery a cashless exercise and shall receive the number of notice shares of exercise Common Stock equal to iParty an amount (as determined below) by surrendering this Option at the principal office of the Company together with the properly endorsed Option Exercise Form in which event the form required by iParty), specifying Company shall issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) ------ B Where X = the number of shares of Common Stock to be purchased and delivering the option price pursuant to Section 5.2 hereof. 5.2 The option price may be paid (i) with cash, certified check or bank check, and (ii) if established by iParty, through a “same day sale” commitment from Grantee and a broker-dealer selected by iParty that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby the Grantee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased having a “fair market value” equal issued to the total Option exercise price and whereby Optionee. Y = the NASD Dealer irrevocably commits upon receipt of such shares to forward the total option exercise price directly to iParty. In the discretion of the Board, the exercise price of the option may also be paid by one or more of the following methods: (i) surrender number of shares of Common Stock (having a Fair Market Value equal to the Option exercise price) held by the Grantee for at least six (6) months prior to exercise (or such longer or shorter period as may be required to avoid a charge to earnings for financial accounting purposes) or the attestation of ownership of such shares, in either case, if so permitted by iParty, (ii) through additional methods prescribed by the Board, including, without limitation, loans, installment payments and/or guarantees, all under such terms and conditions as deemed appropriate by the Board in its discretion, or (iii) by any combination of any of the foregoing methods, and, in all instances, to the extent permitted by applicable law. The Grantee’s subsequent transfer or disposition of any shares of Common Stock acquired purchasable upon exercise of all of the Option shall be subject to any Federal and state laws then applicableor, specifically securities law, and the terms and conditions if only a portion of this Plan. 5.3 Upon receipt of notice of exercise and full payment for the shares in respect of which the Option is being exercised, iParty shall, subject to any applicable law, take such action as may be necessary to effect the transfer to the Grantee of the number of shares as to which such exercise was effective. 5.4 Effective upon the exercise portion of the Option in whole or in part and being exercised. A = the receipt by iParty Option Exercise Price. B = the Per Share Market Value of the option price for the shares being purchased, the Grantee shall be the holder one share of record of such shares and shall have all of the rights of a shareholder with respect thereto (including the right to vote such shares at any meeting at which the holders of the Common Stock may vote, the right to receive all dividends declared and paid upon such shares and the right to exercise any rights or warrants issued in respect of any such shares). iParty shall, upon receipt of the option price, issue in the name of the Grantee a certificate representing the shares purchased from time to timeStock.

Manner of Exercise and Payment. 5.1 The Option may be exercised only by written notice to the Company, addressed to the Corporate Secretary of the Company at its corporate headquarters at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, specifying the number of shares in respect to which the Option is being exercised. Subject to the terms and conditions provisions of this Agreement and the Plan, the Option may be exercised by delivery of notice of exercise to iParty must be accompanied by full payment of the Option Price of the Shares being purchased (except in the form required case of a cashless exercise as described below) (a) in cash or by iParty), specifying the number of shares of Common Stock to be purchased and delivering the option price pursuant to Section 5.2 hereof. 5.2 The option price may be paid (i) with cash, certified check or bank check, and draft; (iib) if established by iParty, through a “same day sale” commitment from Grantee and a broker-dealer selected by iParty that is a member of the National Association of Securities Dealers tendering previously acquired Shares (an “NASD Dealer”) whereby the Grantee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased having a “fair market value” equal to the total Option exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the total option exercise price directly to iParty. In the discretion of the Board, the exercise price of the option may also be paid by one or more of the following methods: (i) surrender of shares of Common Stock (having a valued at their Fair Market Value equal on the trading date preceding the exercise date, or, if no trading occurred on the trading date preceding the exercise date, then the Fair Market Value per Share shall be determined with reference to the Option exercise pricenext preceding date on which the common stock of the Company, $.001 par value (the “Common Stock”) held by the Grantee for at least six (6) months prior to exercise (or such longer or shorter period as may be required to avoid a charge to earnings for financial accounting purposes) or the attestation of ownership of such shares, in either case, if so permitted by iParty, (ii) through additional methods prescribed by the Board, including, without limitation, loans, installment payments and/or guarantees, all under such terms and conditions as deemed appropriate by the Board in its discretion, was traded); or (iiic) by any combination of any the means of payment set forth in subsections (a) and (b). For purposes of (b) and (c) above, the foregoing methods, and, in all instances, term “previously acquired Shares” shall only include Shares owned by the Optionee for at least six months prior to the extent permitted by applicable law. The Grantee’s subsequent transfer or disposition of any shares of Common Stock acquired upon exercise of this Option and shall not include Optioned Shares that are being acquired pursuant to the Option exercise of this Option. For purposes of this Agreement, the “Fair Market Value” of a Share shall be subject equal to any Federal and state laws then applicablethe closing sale price per Share, specifically securities lawas reported on the Nasdaq National Market, and on the terms and conditions Date of this Plan. 5.3 Upon receipt of notice of exercise and Grant. No Shares shall be issued until full payment for therefor has been made. Subject to the shares in respect establishment by the Committee of a procedure by which to complete a “cashless exercise,” the Participating Employee may exercise this Option is being exercisedpursuant to such “cashless exercise” procedure, iParty shallas permitted under Federal Reserve Board’s Regulation T, subject to securities law restrictions, or by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law, take such action as may be necessary to effect the transfer to the Grantee of the number of shares as to which such exercise was effective. 5.4 Effective upon the exercise of the Option in whole or in part and the receipt by iParty of the option price for the shares being purchased, the Grantee shall be the holder of record of such shares and shall have all of the rights of a shareholder with respect thereto (including the right to vote such shares at any meeting at which the holders of the Common Stock may vote, the right to receive all dividends declared and paid upon such shares and the right to exercise any rights or warrants issued in respect of any such shares). iParty shall, upon receipt of the option price, issue in the name of the Grantee a certificate representing the shares purchased from time to time.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of notice of exercise to iParty (in the form required by iParty), specifying the number of shares of Common Stock to be purchased and delivering the option price pursuant to Section 5.2 hereof. 5.2 . The option price may be paid (i) with cash, certified check or bank check, and (ii) if established by iParty, through a “"same day sale” " commitment from Grantee and a broker-dealer selected by iParty that is a member of the National Association of Securities Dealers (an “"NASD Dealer”") whereby the Grantee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased having a “"fair market value” " equal to the total Option exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the total option exercise price directly to iParty. In the discretion of the Board, the exercise price of the option may also be paid by one or more of the following methods: (i) surrender of shares of Common Stock (having a Fair Market Value equal to the Option exercise price) held by the Grantee for at least six (6) months prior to exercise (or such longer or shorter period as may be required to avoid a charge to earnings for financial accounting purposes) or the attestation of ownership of such shares, in either case, if so permitted by iParty, (ii) through additional methods prescribed by the Board, including, without limitation, loans, installment payments and/or guarantees, all under such terms and conditions as deemed appropriate by the Board in its discretion, or (iii) by any combination of any of the foregoing methods, and, in all instances, to the extent permitted by applicable law. The Grantee’s 's subsequent transfer or disposition of any shares of Common Stock acquired upon exercise of the Option shall be subject to any Federal and state laws then applicable, specifically securities law, and the terms and conditions of this Plan. 5.3 . Upon receipt of notice of exercise and full payment for the shares in respect of which the Option is being exercised, iParty shall, subject to any applicable law, take such action as may be necessary to effect the transfer to the Grantee of the number of shares as to which such exercise was effective. 5.4 . Effective upon the exercise of the Option in whole or in part and the receipt by iParty of the option price for the shares being purchased, the Grantee shall be the holder of record of such shares and shall have all of the rights of a shareholder with respect thereto (including the right to vote such shares at any meeting at which the holders of the Common Stock may vote, the right to receive all dividends declared and paid upon such shares and the right to exercise any rights or warrants issued in respect of any such shares). iParty shall, upon receipt of the option price, issue in the name of the Grantee a certificate representing the shares purchased from time to time.