Exhibit
3
SUBSTITUTE
GRANT OF CALL RIGHT
This
Substitute Grant of Call Right (“Right”)
dated
as of March 14, 2008 in favor of the individual set forth on Exhibit A (the
“Recipient”).
WHEREAS,
the undersigned (“Grantor”)
previously granted a right (the “Original
Right”)
to
call 500,000 shares of the common stock of Mobilisa, Inc. (“Mobilisa”)
from
the Grantor at an exercise price of $0.50 per share pursuant to a Grant of
Call
Right dated April 6, 2007.
WHEREAS,
as of March 14, 2008 Mobilisa was merged (the “Merger”)
with a
wholly owned subsidiary of Intelli-Check, Inc. (“Intelli-Check”)
whereby the holders of shares of Mobilisa common stock received 1.091 shares
of
Intelli-Check common stock. The name of Intelli-Check was changed pursuant
to
the Merger to “Intelli-Check-Mobilisa, Inc.”, or “ICM”.
WHEREAS,
pursuant to Section 3 of the Original Right, the number of shares and purchase
price of the Original Right were adjusted as a result of the Merger
WHEREAS,
the Grantor desires to substitute the Original Right with this Right along
the
same terms and conditions of the Original Right, and confirm that the number
of
shares and exercise price of the Original Right have been changed as a result
of
the Mobilisa shares being converted into ICM shares as a result of the
Merger.
NOW
THEREFORE, the Grantor, as holder of shares of common stock (the “Shares”)
of
ICM, hereby substitutes to the Recipient, or its registered assigns (the
“Registered
Holder”),
subject to the terms set forth below, the Original Right with this Right
to
purchase that number of Shares from the undersigned as set forth on the
signature page to this Right at the purchase price of $0.46 per share (the
“Purchase
Price”).
The
number of Shares purchasable upon exercise of this Right, and the exercise
price
per Share shall be adjusted from time to time, if applicable, pursuant to
Section 3.
1. Number
of Shares.
Subject
to the terms and conditions hereinafter set forth, the Registered Holder
is
entitled, upon exercise of this Right, to purchase from the undersigned the
number of Shares (subject to adjustments as provided herein) equal to the
number
Shares set forth on the Signature Page below.
2. Exercise.
(a) Manner
of Exercise.
This
Right may be exercised by the Registered Holder pursuant to Section 5, in
whole
or in part, by surrendering this Right, with the purchase form appended hereto
as Exhibit A,
duly
executed by such Registered Holder or by such Registered Holder’s duly
authorized attorney, to the undersigned, accompanied by payment in full of
the
Purchase Price payable in respect of the number of Shares purchased upon
such
exercise. The Purchase Price may be paid by cash, cashier’s check or through a
promissory note in form and substance satisfactory to the undersigned bearing
8%
interest that shall be payable in full to the undersigned on the 45th
day
after the exercise of this Right.
(b) Effective
Time of Exercise.
The
Exercise of this Right shall be deemed to have been effected immediately
prior
to the close of business on the day on which this Right shall have been
surrendered to the undersigned for exercise, subject to the vesting provisions
of Section 5. At such time, the Registered Holder or his permitted assign(s)
shall be deemed to have become the holder or holders of record of the Shares
represented by such certificates.
(c)
Exercise;
Delivery to Holder.
As soon
as practicable after the exercise of this Right in whole or in part, and
in any
event within five (5) days thereafter, the undersigned shall cause the Company
to issue the Shares in the name of, and delivered to, the Registered
Holder.
3. Adjustments.
(a) Stock
Splits and Dividends.
If
outstanding Shares of the Company shall be subdivided into a greater number
of
shares or a dividend in Shares shall be paid in respect of Shares, the Purchase
Price in effect immediately prior to such subdivision or at the record date
of
such dividend shall, simultaneously with the effectiveness of such subdivision
or immediately after the record date of such dividend, be proportionately
reduced. If outstanding Shares shall be combined into a smaller number of
shares, the Purchase Price in effect immediately prior to such combination
shall, simultaneously with the effectiveness of such combination, be
proportionately increased. When any adjustment is required to be made in
the
Purchase Price, the number of Shares purchasable upon the exercise of this
Right
shall be changed to the number determined by dividing (i) the number of
Shares issuable upon the exercise of this Right immediately prior to such
adjustment, multiplied by the Purchase Price in effect immediately prior
to such
adjustment, by (ii) the Purchase Price in effect immediately after such
adjustment.
(b) Reclassification,
Etc.
In case
there occurs any reclassification or change of the outstanding securities
of the
Company or of any reorganization of the Company (or any other corporation
the
stock or securities of which are at the time receivable upon the exercise
of
this Right) or any similar corporate reorganization on or after the date
hereof,
then, and in each such case the Registered Holder, upon the exercise hereof
at
any time after the consummation of such reclassification, change, or
reorganization shall be entitled to receive, in lieu of the stock or other
securities and property receivable upon the exercise hereof prior to such
consummation, the stock or other securities or property to which such Holder
would have been entitled upon such consummation if such Holder had exercised
this Right immediately prior thereto, all subject to further adjustment pursuant
to the provisions of this Section 3.
4. Restrictions
on Transfer.
This
Grant of Call Right and the Right set forth herein may not be assigned or
transferred to any other person or entity without first obtaining the express
written consent of the undersigned. Any attempted assignment or transfer
not in
compliance with this Section 4 shall be null and void.
5. Vesting
of Right; Expiration.
This
Right is exercisable effective March 14, 2010, assuming Recipient is then
an
employee of ICM or an affiliate of ICM and shall expire on the earlier to
occur
of (i) March 14, 2011 or (ii) such date that Recipient is no longer an employee
of ICM or an affiliate of ICM(the “Expiration
Date”).
6. No
Rights as Stockholder.
Until
the exercise of this Right, the Registered Holder of this Right shall not
have
or exercise any rights by virtue hereof as a stockholder of the
Company.
7. No
Fractional Shares.
No
fractional Shares will be issued in connection with any exercise hereunder.
Fractional shares will be rounded up or down to the nearest whole
number.
8. Headings.
The
headings in this Right are for purposes of reference only and shall not limit
or
otherwise affect the meaning of any provision of this Right.
9. Governing
Law.
This
Right shall be governed, construed and interpreted in accordance with the
laws
of the State of Washington, without giving effect to principles of conflicts
of
law.
[THE
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
SIGNATURE
PAGE: SUBSTITUTE CALL RIGHT
By:
\s\
Bonnie Ludlow
Name: Bonnie
Ludlow
Number
of
Shares Subject to Call Right
545,500
Price:
$0.46 per Share
Date: March
14,
2008
Agreed
and Accepted
By______________________
Name
Steve Williams
EXHIBIT
A
PURCHASE
FORM
Name: Steve
Williams
Address: ________________________
________________________
________________________
Phone: ________________________
Fax: ________________________
SS#: ________________________
Number
of
Shares Purchased: __________
Price
per
Share: __________
Exhibit
4
SUBSTITUTE
GRANT OF CALL RIGHT
This
Substitute Grant of Call Right (“Right”)
dated
as of March 14, 2008 in favor of the individual set forth on Exhibit A (the
“Recipient”).
WHEREAS,
the undersigned (“Grantor”)
previously granted a right (the “Original
Right”)
to
call 200,000 shares of the common stock of Mobilisa, Inc. (“Mobilisa”)
from
the Grantor at an exercise price of $0.50 per share pursuant to a Grant of
Call
Right dated April 6, 2007.
WHEREAS,
as of March 14, 2008 Mobilisa was merged (the “Merger”)
with a
wholly owned subsidiary of Intelli-Check, Inc. (“Intelli-Check”)
whereby the holders of shares of Mobilisa common stock received 1.091 shares
of
Intelli-Check common stock. The name of Intelli-Check was changed pursuant
to
the Merger to “Intelli-Check-Mobilisa, Inc.”, or “ICM”.
WHEREAS,
pursuant to Section 3 of the Original Right, the number of shares and purchase
price of the Original Right were adjusted as a result of the Merger
WHEREAS,
the Grantor desires to substitute the Original Right with this Right along
the
same terms and conditions of the Original Right, and confirm that the number
of
shares and exercise price of the Original Right have been changed as a result
of
the Mobilisa shares being converted into ICM shares as a result of the
Merger.
NOW
THEREFORE, the Grantor, as holder of shares of common stock (the “Shares”)
of
ICM, hereby substitutes to the Recipient, or its registered assigns (the
“Registered
Holder”),
subject to the terms set forth below, the Original Right with this Right
to
purchase that number of Shares from the undersigned as set forth on the
signature page to this Right at the purchase price of $0.46 per share (the
“Purchase
Price”).
The
number of Shares purchasable upon exercise of this Right, and the exercise
price
per Share shall be adjusted from time to time, if applicable, pursuant to
Section 3.
1. Number
of Shares.
Subject
to the terms and conditions hereinafter set forth, the Registered Holder
is
entitled, upon exercise of this Right, to purchase from the undersigned the
number of Shares (subject to adjustments as provided herein) equal to the
number
Shares set forth on the Signature Page below.
2. Exercise.
(a) Manner
of Exercise.
This
Right may be exercised by the Registered Holder pursuant to Section 5, in
whole
or in part, by surrendering this Right, with the purchase form appended hereto
as Exhibit A,
duly
executed by such Registered Holder or by such Registered Holder’s duly
authorized attorney, to the undersigned, accompanied by payment in full of
the
Purchase Price payable in respect of the number of Shares purchased upon
such
exercise. The Purchase Price may be paid by cash, cashier’s check or through a
promissory note in form and substance satisfactory to the undersigned bearing
8%
interest that shall be payable in full to the undersigned on the 45th
day
after the exercise of this Right.
(b) Effective
Time of Exercise.
The
Exercise of this Right shall be deemed to have been effected immediately
prior
to the close of business on the day on which this Right shall have been
surrendered to the undersigned for exercise, subject to the vesting provisions
of Section 5. At such time, the Registered Holder or his permitted assign(s)
shall be deemed to have become the holder or holders of record of the Shares
represented by such certificates.
(c)
Exercise;
Delivery to Holder.
As soon
as practicable after the exercise of this Right in whole or in part, and
in any
event within five (5) days thereafter, the undersigned shall cause the Company
to issue the Shares in the name of, and delivered to, the Registered
Holder.
3. Adjustments.
(a) Stock
Splits and Dividends.
If
outstanding Shares of the Company shall be subdivided into a greater number
of
shares or a dividend in Shares shall be paid in respect of Shares, the Purchase
Price in effect immediately prior to such subdivision or at the record date
of
such dividend shall, simultaneously with the effectiveness of such subdivision
or immediately after the record date of such dividend, be proportionately
reduced. If outstanding Shares shall be combined into a smaller number of
shares, the Purchase Price in effect immediately prior to such combination
shall, simultaneously with the effectiveness of such combination, be
proportionately increased. When any adjustment is required to be made in
the
Purchase Price, the number of Shares purchasable upon the exercise of this
Right
shall be changed to the number determined by dividing (i) the number of
Shares issuable upon the exercise of this Right immediately prior to such
adjustment, multiplied by the Purchase Price in effect immediately prior
to such
adjustment, by (ii) the Purchase Price in effect immediately after such
adjustment.
(b) Reclassification,
Etc.
In case
there occurs any reclassification or change of the outstanding securities
of the
Company or of any reorganization of the Company (or any other corporation
the
stock or securities of which are at the time receivable upon the exercise
of
this Right) or any similar corporate reorganization on or after the date
hereof,
then, and in each such case the Registered Holder, upon the exercise hereof
at
any time after the consummation of such reclassification, change, or
reorganization shall be entitled to receive, in lieu of the stock or other
securities and property receivable upon the exercise hereof prior to such
consummation, the stock or other securities or property to which such Holder
would have been entitled upon such consummation if such Holder had exercised
this Right immediately prior thereto, all subject to further adjustment pursuant
to the provisions of this Section 3.
4. Restrictions
on Transfer.
This
Grant of Call Right and the Right set forth herein may not be assigned or
transferred to any other person or entity without first obtaining the express
written consent of the undersigned. Any attempted assignment or transfer
not in
compliance with this Section 4 shall be null and void.
5. Vesting
of Right; Expiration.
This
Right is exercisable effective March 14, 2008 and shall expire March 14,
2011
(the “Expiration
Date”).
6. No
Rights as Stockholder.
Until
the exercise of this Right, the Registered Holder of this Right shall not
have
or exercise any rights by virtue hereof as a stockholder of the
Company.
7. No
Fractional Shares.
No
fractional Shares will be issued in connection with any exercise hereunder.
Fractional shares will be rounded up or down to the nearest whole
number.
8. Headings.
The
headings in this Right are for purposes of reference only and shall not limit
or
otherwise affect the meaning of any provision of this Right.
9. Governing
Law.
This
Right shall be governed, construed and interpreted in accordance with the
laws
of the State of Washington, without giving effect to principles of conflicts
of
law.
[THE
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
SIGNATURE
PAGE: SUBSTITUTE CALL RIGHT
By:
\s\
Bonnie Ludlow
Name: Bonnie
Ludlow
Number
of
Shares Subject to Call Right
218,200
Price:
$0.46 per Share
Date: March
14,
2008
Agreed
and Accepted
By______________________
Name
John
Paxton
EXHIBIT
A
PURCHASE
FORM
Name: John
Paxton
Address: ________________________
________________________
________________________
Phone: ________________________
Fax: ________________________
SS#: ________________________
Number
of
Shares Purchased: __________
Price
per
Share: __________
Exhibit
5
SUBSTITUTE
GRANT OF CALL RIGHT
This
Substitute Grant of Call Right (“Right”)
dated
as of March 14, 2008 in favor of the individual set forth on Exhibit A (the
“Recipient”).
WHEREAS,
the undersigned (“Grantor”)
previously granted a right (the “Original
Right”)
to
call 85,000 shares of the common stock of Mobilisa, Inc. (“Mobilisa”)
from
the Grantor at an exercise price of $0.50 per share pursuant to a Grant of
Call
Right dated April 6, 2007.
WHEREAS,
as of March 14, 2008 Mobilisa was merged (the “Merger”)
with a
wholly owned subsidiary of Intelli-Check, Inc. (“Intelli-Check”)
whereby the holders of shares of Mobilisa common stock received 1.091 shares
of
Intelli-Check common stock. The name of Intelli-Check was changed pursuant
to
the Merger to “Intelli-Check-Mobilisa, Inc.”, or “ICM”.
WHEREAS,
pursuant to Section 3 of the Original Right, the number of shares and purchase
price of the Original Right were adjusted as a result of the Merger
WHEREAS,
the Grantor desires to substitute the Original Right with this Right along
the
same terms and conditions of the Original Right, and confirm that the number
of
shares and exercise price of the Original Right have been changed as a result
of
the Mobilisa shares being converted into ICM shares as a result of the
Merger.
NOW
THEREFORE, the Grantor, as holder of shares of common stock (the “Shares”)
of
ICM, hereby substitutes to the Recipient, or its registered assigns (the
“Registered
Holder”),
subject to the terms set forth below, the Original Right with this Right
to
purchase that number of Shares from the undersigned as set forth on the
signature page to this Right at the purchase price of $0.46 per share (the
“Purchase
Price”).
The
number of Shares purchasable upon exercise of this Right, and the exercise
price
per Share shall be adjusted from time to time, if applicable, pursuant to
Section 3.
1. Number
of Shares.
Subject
to the terms and conditions hereinafter set forth, the Registered Holder
is
entitled, upon exercise of this Right, to purchase from the undersigned the
number of Shares (subject to adjustments as provided herein) equal to the
number
Shares set forth on the Signature Page below.
2. Exercise.
(a) Manner
of Exercise.
This
Right may be exercised by the Registered Holder pursuant to Section 5, in
whole
or in part, by surrendering this Right, with the purchase form appended hereto
as Exhibit A,
duly
executed by such Registered Holder or by such Registered Holder’s duly
authorized attorney, to the undersigned, accompanied by payment in full of
the
Purchase Price payable in respect of the number of Shares purchased upon
such
exercise. The Purchase Price may be paid by cash, cashier’s check or through a
promissory note in form and substance satisfactory to the undersigned bearing
8%
interest that shall be payable in full to the undersigned on the 45th
day
after the exercise of this Right.
(b) Effective
Time of Exercise.
The
Exercise of this Right shall be deemed to have been effected immediately
prior
to the close of business on the day on which this Right shall have been
surrendered to the undersigned for exercise, subject to the vesting provisions
of Section 5. At such time, the Registered Holder or his permitted assign(s)
shall be deemed to have become the holder or holders of record of the Shares
represented by such certificates.
(c)
Exercise;
Delivery to Holder.
As soon
as practicable after the exercise of this Right in whole or in part, and
in any
event within five (5) days thereafter, the undersigned shall cause the Company
to issue the Shares in the name of, and delivered to, the Registered
Holder.
3. Adjustments.
(a) Stock
Splits and Dividends.
If
outstanding Shares of the Company shall be subdivided into a greater number
of
shares or a dividend in Shares shall be paid in respect of Shares, the Purchase
Price in effect immediately prior to such subdivision or at the record date
of
such dividend shall, simultaneously with the effectiveness of such subdivision
or immediately after the record date of such dividend, be proportionately
reduced. If outstanding Shares shall be combined into a smaller number of
shares, the Purchase Price in effect immediately prior to such combination
shall, simultaneously with the effectiveness of such combination, be
proportionately increased. When any adjustment is required to be made in
the
Purchase Price, the number of Shares purchasable upon the exercise of this
Right
shall be changed to the number determined by dividing (i) the number of
Shares issuable upon the exercise of this Right immediately prior to such
adjustment, multiplied by the Purchase Price in effect immediately prior
to such
adjustment, by (ii) the Purchase Price in effect immediately after such
adjustment.
(b) Reclassification,
Etc.
In case
there occurs any reclassification or change of the outstanding securities
of the
Company or of any reorganization of the Company (or any other corporation
the
stock or securities of which are at the time receivable upon the exercise
of
this Right) or any similar corporate reorganization on or after the date
hereof,
then, and in each such case the Registered Holder, upon the exercise hereof
at
any time after the consummation of such reclassification, change, or
reorganization shall be entitled to receive, in lieu of the stock or other
securities and property receivable upon the exercise hereof prior to such
consummation, the stock or other securities or property to which such Holder
would have been entitled upon such consummation if such Holder had exercised
this Right immediately prior thereto, all subject to further adjustment pursuant
to the provisions of this Section 3.
4. Restrictions
on Transfer.
This
Grant of Call Right and the Right set forth herein may not be assigned or
transferred to any other person or entity without first obtaining the express
written consent of the undersigned. Any attempted assignment or transfer
not in
compliance with this Section 4 shall be null and void.
5. Vesting
of Right; Expiration.
This
Right is exercisable effective March 14, 2008 and shall expire on the earlier
to
occur of (i) March 14, 2011 or (ii) such date that Recipient is no longer
an
employee of ICM or an affiliate of ICM (the “Expiration
Date”).
6. No
Rights as Stockholder.
Until
the exercise of this Right, the Registered Holder of this Right shall not
have
or exercise any rights by virtue hereof as a stockholder of the
Company.
7. No
Fractional Shares.
No
fractional Shares will be issued in connection with any exercise hereunder.
Fractional shares will be rounded up or down to the nearest whole
number.
8. Headings.
The
headings in this Right are for purposes of reference only and shall not limit
or
otherwise affect the meaning of any provision of this Right.
9. Governing
Law.
This
Right shall be governed, construed and interpreted in accordance with the
laws
of the State of Washington, without giving effect to principles of conflicts
of
law.
[THE
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
SIGNATURE
PAGE: SUBSTITUTE CALL RIGHT
By:
\s\
Bonnie Ludlow
Name: Bonnie
Ludlow
Number
of
Shares Subject to Call Right
92,735
Price:
$0.46 per Share
Date: March
14,
2008
Agreed
and Accepted
By______________________
Name
Claudia Monroe
EXHIBIT
A
PURCHASE
FORM
Name: Claudia
Monroe
Address: ________________________
________________________
________________________
Phone: ________________________
Fax: ________________________
SS#: ________________________
Number
of
Shares Purchased: __________
Price
per
Share: __________
Exhibit
6
SUBSTITUTE
GRANT OF CALL RIGHT
This
Substitute Grant of Call Right (“Right”)
dated
as of March 14, 2008 in favor of the individual set forth on Exhibit A (the
“Recipient”).
WHEREAS,
the undersigned (“Grantor”)
previously granted a right (the “Original
Right”)
to
call 85,000 shares of the common stock of Mobilisa, Inc. (“Mobilisa”)
from
the Grantor at an exercise price of $0.50 per share pursuant to a Grant of
Call
Right dated April 6, 2007.
WHEREAS,
as of March 14, 2008 Mobilisa was merged (the “Merger”)
with a
wholly owned subsidiary of Intelli-Check, Inc. (“Intelli-Check”)
whereby the holders of shares of Mobilisa common stock received 1.091 shares
of
Intelli-Check common stock. The name of Intelli-Check was changed pursuant
to
the Merger to “Intelli-Check-Mobilisa, Inc.”, or “ICM”.
WHEREAS,
pursuant to Section 3 of the Original Right, the number of shares and purchase
price of the Original Right were adjusted as a result of the Merger
WHEREAS,
the Grantor desires to substitute the Original Right with this Right along
the
same terms and conditions of the Original Right, and confirm that the number
of
shares and exercise price of the Original Right have been changed as a result
of
the Mobilisa shares being converted into ICM shares as a result of the
Merger.
NOW
THEREFORE, the Grantor, as holder of shares of common stock (the “Shares”)
of
ICM, hereby substitutes to the Recipient, or its registered assigns (the
“Registered
Holder”),
subject to the terms set forth below, the Original Right with this Right
to
purchase that number of Shares from the undersigned as set forth on the
signature page to this Right at the purchase price of $0.46 per share (the
“Purchase
Price”).
The
number of Shares purchasable upon exercise of this Right, and the exercise
price
per Share shall be adjusted from time to time, if applicable, pursuant to
Section 3.
1. Number
of Shares.
Subject
to the terms and conditions hereinafter set forth, the Registered Holder
is
entitled, upon exercise of this Right, to purchase from the undersigned the
number of Shares (subject to adjustments as provided herein) equal to the
number
Shares set forth on the Signature Page below.
2. Exercise.
(a) Manner
of Exercise.
This
Right may be exercised by the Registered Holder pursuant to Section 5, in
whole
or in part, by surrendering this Right, with the purchase form appended hereto
as Exhibit A,
duly
executed by such Registered Holder or by such Registered Holder’s duly
authorized attorney, to the undersigned, accompanied by payment in full of
the
Purchase Price payable in respect of the number of Shares purchased upon
such
exercise. The Purchase Price may be paid by cash, cashier’s check or through a
promissory note in form and substance satisfactory to the undersigned bearing
8%
interest that shall be payable in full to the undersigned on the 45th
day
after the exercise of this Right.
(b) Effective
Time of Exercise.
The
Exercise of this Right shall be deemed to have been effected immediately
prior
to the close of business on the day on which this Right shall have been
surrendered to the undersigned for exercise, subject to the vesting provisions
of Section 5. At such time, the Registered Holder or his permitted assign(s)
shall be deemed to have become the holder or holders of record of the Shares
represented by such certificates.
(c)
Exercise;
Delivery to Holder.
As soon
as practicable after the exercise of this Right in whole or in part, and
in any
event within five (5) days thereafter, the undersigned shall cause the Company
to issue the Shares in the name of, and delivered to, the Registered
Holder.
3. Adjustments.
(a) Stock
Splits and Dividends.
If
outstanding Shares of the Company shall be subdivided into a greater number
of
shares or a dividend in Shares shall be paid in respect of Shares, the Purchase
Price in effect immediately prior to such subdivision or at the record date
of
such dividend shall, simultaneously with the effectiveness of such subdivision
or immediately after the record date of such dividend, be proportionately
reduced. If outstanding Shares shall be combined into a smaller number of
shares, the Purchase Price in effect immediately prior to such combination
shall, simultaneously with the effectiveness of such combination, be
proportionately increased. When any adjustment is required to be made in
the
Purchase Price, the number of Shares purchasable upon the exercise of this
Right
shall be changed to the number determined by dividing (i) the number of
Shares issuable upon the exercise of this Right immediately prior to such
adjustment, multiplied by the Purchase Price in effect immediately prior
to such
adjustment, by (ii) the Purchase Price in effect immediately after such
adjustment.
(b) Reclassification,
Etc.
In case
there occurs any reclassification or change of the outstanding securities
of the
Company or of any reorganization of the Company (or any other corporation
the
stock or securities of which are at the time receivable upon the exercise
of
this Right) or any similar corporate reorganization on or after the date
hereof,
then, and in each such case the Registered Holder, upon the exercise hereof
at
any time after the consummation of such reclassification, change, or
reorganization shall be entitled to receive, in lieu of the stock or other
securities and property receivable upon the exercise hereof prior to such
consummation, the stock or other securities or property to which such Holder
would have been entitled upon such consummation if such Holder had exercised
this Right immediately prior thereto, all subject to further adjustment pursuant
to the provisions of this Section 3.
4. Restrictions
on Transfer.
This
Grant of Call Right and the Right set forth herein may not be assigned or
transferred to any other person or entity without first obtaining the express
written consent of the undersigned. Any attempted assignment or transfer
not in
compliance with this Section 4 shall be null and void.
5. Vesting
of Right; Expiration.
This
Right is exercisable effective March 14, 2008 and shall expire on the earlier
to
occur of (i) March 14, 2011 or (ii) such date that Recipient is no longer
an
employee of ICM or an affiliate of ICM (the “Expiration
Date”).
6. No
Rights as Stockholder.
Until
the exercise of this Right, the Registered Holder of this Right shall not
have
or exercise any rights by virtue hereof as a stockholder of the
Company.
7. No
Fractional Shares.
No
fractional Shares will be issued in connection with any exercise hereunder.
Fractional shares will be rounded up or down to the nearest whole
number.
8. Headings.
The
headings in this Right are for purposes of reference only and shall not limit
or
otherwise affect the meaning of any provision of this Right.
9. Governing
Law.
This
Right shall be governed, construed and interpreted in accordance with the
laws
of the State of Washington, without giving effect to principles of conflicts
of
law.
[THE
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
SIGNATURE
PAGE: SUBSTITUTE CALL RIGHT
By:
\s\
Bonnie Ludlow
Name: Bonnie
Ludlow
Number
of
Shares Subject to Call Right
92,735
Price:
$0.46 per Share
Date: March
14,
2008
Agreed
and Accepted
By______________________
Name
Kenna Pope
EXHIBIT
A
PURCHASE
FORM
Name: Kenna
Pope
Address: ________________________
________________________
________________________
Phone: ________________________
Fax: ________________________
SS#: ________________________
Number
of
Shares Purchased: __________
Price
per
Share: __________