Shutterfly 2011 Annual Report Download - page 97

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1.3 Payment .
Purchaser hereby delivers payment of the Exercise Price in the manner permitted in the Stock Option
Agreement as follows (check and complete as appropriate):
2. DELIVERY .
2.1 Deliveries by Purchaser .
Purchaser hereby delivers to the Company (i) this Exercise Agreement and (ii) the
Exercise Price and payment or other provision for any applicable tax obligations.
2.2 Deliveries by the Company .
Upon its receipt of the Exercise Price, payment or other provision for any
applicable tax obligations and all the documents to be executed and delivered by Purchaser to the Company under Section 2.1, the Company will
issue a duly executed stock certificate evidencing the Shares in the name of Purchaser.
3. REPRESENTATIONS AND WARRANTIES OF PURCHASER .
Purchaser represents and warrants to the Company
that:
3.1 Agrees to Terms of the Plan .
Purchaser has received a copy of the Plan and the Stock Option Agreement, has
read and understands the terms of the Plan, the Stock Option Agreement and this Exercise Agreement, and agrees to be bound by their terms and
conditions. Purchaser acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the Shares, and
that Purchaser should consult a tax adviser prior to such exercise or disposition.
3.2 Access to Information .
Purchaser has had access to all information regarding the Company and its present and
prospective business, assets, liabilities and financial condition that Purchaser reasonably considers important in making the decision to purchase
the Shares, and Purchaser has had ample opportunity to ask questions of the Company's representatives concerning such matters and this
investment.
3.3 Understanding of Risks . Purchaser has received and reviewed the Form S-
8 prospectus for the Plan and Shares
and is fully aware of: (i) the highly speculative nature of the investment in the Shares; (ii) the financial hazards involved; (iii) the qualifications
and backgrounds of the management of the
Company; and (iv) the tax consequences of investment in the Shares. Purchaser is capable of
evaluating the merits and risks of this investment, has the ability to protect Purchaser's own interests in this transaction and is financially capable
of bearing a total loss of this investment.
4
Husband and wife, as community property
4
Joint Tenants
4
Other; please specify:
4
in cash (by check) in the amount of $____________, receipt of which is acknowledged by the Company;
4
by delivery of _________ fully
-
paid, nonassessable and vested shares of the Common Stock of the Company
owned by Purchaser which have been paid for within the meaning of SEC Rule 144, (if purchased by use of a
promissory note, such note has been fully paid with respect to such vested shares), or obtained by Purchaser in
the open public market, and owned free and clear of all liens, claims, encumbrances or security interests, valued
at the current fair market value of $___________ per share;
4
through a
“
same day sale
”
commitment from the Purchaser or Authorized Transferee and an NASD Dealer
meeting the requirements of the Company
’
s
“
same day sale
”
procedures and in accordance with law; or
4
through a
“
margin
”
commitment from Purchaser or Authorized Transferee and an NASD Dealer meeting the
requirements of the Company
’
s
“
margin
”
procedures and in accordance with law.