Form of Notice of Stock Option Exercise



 Exhibit 10.12 
 RPX CORPORATION 2008 STOCK PLAN 

NOTICE OF STOCK OPTION EXERCISE 

You must sign this Notice on Page 3 before submitting it to the Company. 

OPTIONEE INFORMATION: 
  

									
	 Name:
	 	  
	  		 	 Social Security Number:
	 	  

					
	 Address:
	 	  
	  		 	 Employee Number:
	 	  

					
		 	  
	  		 		 	

 OPTION INFORMATION: 

 

			
	 Date of Grant:              , 20    
	  	 Type of Stock Option:

		
	 Exercise Price per Share: $        
	  	  ̈ Nonstatutory (NSO)

		
	 Total number of shares of Common Stock of RPX Corporation

(the “Company”) covered by the option:
                    
	  	  ̈ Incentive (ISO)


 EXERCISE INFORMATION: 
 Number of shares of
Common Stock of the Company for which the option is being exercised now:  

            . (These shares are referred to below as the
“Purchased Shares.”) 
 Total Exercise Price for the Purchased Shares:
$         
 Form of payment enclosed [check all that apply]:

  

	 ̈	 Check for $        , payable to “RPX Corporation” 



 

	 ̈	 Certificate(s) for     shares of Common Stock of the Company. These shares will be valued as of the date this notice is
received by the Company. [Requires Company consent.] 


  

	 ̈	 Attestation Form covering     shares of Common Stock of the Company. These shares will be valued as of the date this
notice is received by the Company. [Requires Company consent.] 









 Name(s) in which the Purchased Shares should be registered [please review the attached
explanation of the available forms of ownership, and then check one box]: 
  

					
	  ̈       In my name
only

	  ̈       In the names of my
spouse and myself as community property
	 		  	 My spouse’s name (if applicable):

		 		  	  

			
	  ̈       In the names of my
spouse and myself as community property with the right of survivorship
	 		  	
	  ̈       In the names of my
spouse and myself as joint tenants with the right of survivorship
	 		  	
	
 ̈       In the
name of an eligible revocable trust 
 [requires Stock Transfer Agreement]
	 		  	 Full legal name of revocable trust:

		 		  	  

		 		  	  

		 		  	  

		
	 The certificate for the Purchased Shares
 should be sent to the following address:
	 	  

		
		 	  

		 	  

		 	  



REPRESENTATIONS AND ACKNOWLEDGMENTS OF THE
OPTIONEE: 
  

	1.	 I represent and warrant to the Company that I am acquiring and will hold the Purchased Shares for investment for my account only, and not with a
view to, or for resale in connection with, any “distribution” of the Purchased Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 



 

	2.	 I understand that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the
Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or I obtain an opinion of counsel (in form and substance satisfactory to the Company and its counsel) that registration is not required.



  

	3.	 I acknowledge that the Company is under no obligation to register the Purchased Shares. 



 

	4.	 I am aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales
of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. These conditions include (without limitation) that certain current public information about the issuer is available, that the resale occurs only
after the holding period required by Rule 144 has been satisfied, that the sale occurs through an unsolicited “broker’s transaction” and that the amount of securities being sold during any three-month period does not exceed
specified limitations. I understand that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. 



 

	5.	 I will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or
the rules promulgated thereunder, including Rule 144 under the Securities Act. 



  
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	6.	 I acknowledge that I have received and had access to such information as I consider necessary or appropriate for deciding whether to invest in the
Purchased Shares and that I had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares. 



 

	7.	 I am aware that my investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. I
am able, without impairing my financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of my investment in the Purchased Shares. 



 

	8.	 I acknowledge that the Purchased Shares remain subject to the Company’s right of first refusal and the market stand-off (sometimes referred to
as the “lock-up”), all in accordance with the applicable Notice of Stock Option Grant and Stock Option Agreement. 


  

	9.	 I acknowledge that I am acquiring the Purchased Shares subject to all other terms of the Notice of Stock Option Grant and Stock Option Agreement.



  

	10.	 I acknowledge that I have received a copy of the Company’s explanation of the forms of ownership available for my Purchased Shares. I
acknowledge that the Company has encouraged me to consult my own adviser to determine the form of ownership that is appropriate for me. In the event that I choose to transfer my Purchased Shares to a trust, I agree to sign a Stock Transfer
Agreement. In the event that I choose to transfer my Purchased Shares to a trust that does not satisfy the requirements described in the attached explanation (i.e., a trust that is not an eligible revocable trust), I also acknowledge that the
transfer will be treated as a “disposition” for tax purposes. As a result, the favorable ISO tax treatment will be unavailable and other unfavorable tax consequences may occur. 



 

	11.	 I acknowledge that I have received a copy of the Company’s explanation of the federal income tax consequences of an option exercise. I
acknowledge that the Company has encouraged me to consult my own adviser to determine the tax consequences of acquiring the Purchased Shares at this time. 



 

	12.	 I agree that the Company does not have a duty to design or administer the 2008 Stock Plan or its other compensation programs in a manner that
minimizes my tax liabilities. I will not make any claim against the Company or its Board of Directors, officers or employees related to tax liabilities arising from my options or my other compensation. In particular, I acknowledge that my options
are exempt from section 409A of the Internal Revenue Code only if the exercise price per share is at least equal to the fair market value per share of the Company’s Common Stock at the time the option was granted by the Company’s
Board of Directors. Since shares of the Company’s Common Stock are not traded on an established securities market, the determination of their fair market value was made by the Company’s Board of Directors or by an independent valuation
firm retained by the Company. I acknowledge that there is no guarantee in either case that the Internal Revenue Service will agree with the valuation, and I will not make any claim against the Company or its Board of Directors, officers or employees
in the event that the Internal Revenue Service asserts that the valuation was too low. 


  

	13.	 I agree to seek the consent of my spouse to the extent required by the Company to enforce the foregoing. 



 

					
	SIGNATURE:	 		  	DATE:
			
	  
	 		  	  



  
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