Common use of Effect of Termination of Service Clause in Contracts

Effect of Termination of Service. Except as provided herein, Recipient’s rights to exercise this Option upon Termination of Service as a director, officer, employee or consultant for any reason, to the extent the Option is not vested and exercisable under the terms of the Plan, shall be forfeited, as provided in Section 7(c) of the Plan. (a) Except as provided in Subsection (b) or (c) below, if Recipient’s Service terminates for any reason, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option term) may, during the period following the date of Recipient’s Termination of Service (“Termination Date”) and ending on the earlier of (i) ninety (90) days after such Termination Date or (ii) the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (b) If Recipient’s Termination of Service is due to his/her death or Disability, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option Period) may, during the period following his/her Termination Date and ending on the earlier of (i) one year after such Termination Date or (ii) the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (c) If Recipient’s Termination of Service is for Cause (as defined below) or if a Covenant Violation (as defined below) occurs, the right to exercise the Option shall terminate immediately, and the Option (including vested and unvested portions) shall be automatically cancelled upon the effective date of such termination or the date on which Cresco provides written notice to Recipient of such Covenant Violation, as applicable.

Effect of Termination of Service. Except as provided herein, Recipient’s rights to exercise this Option upon a. If your Termination of Service as a director, officer, employee or consultant occurs at any time during the option term for any reason, to the extent the Option is not vested and exercisable under the terms of the Plan, shall be forfeited, reason other than as provided in Section 7(c) of the Plan. (a) Except as provided in Subsection your Employment Agreement or Subsections (b), (c), (d) or (ce) below, then the period for exercising this option will be limited to the three-month period commencing with the date of your Termination of Service; provided that in no event will this option be exercisable at any time after the Expiration Date. During any such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if Recipient’s any) for which it is exercisable at the date of your Termination of Service. Upon the expiration of any such limited period of exercisability or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. b. If your Termination of Service terminates is due to your death at a time when the option remains outstanding, then this option will become fully exercisable on the date of death even if the option was not fully exercisable prior to death, and will remain exercisable for any reason, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option term) may, during the a twelve-month period following the date of Recipient’s Termination death; provided that in no event shall this option be exercisable at any time after the Expiration Date. Upon the expiration of Service such twelve-month period or (“Termination if earlier) upon the Expiration Date”) , this option will terminate and ending on cease to be outstanding. Upon your death, the option will be exercisable by the personal representative of your estate or by the person or persons to whom the option is transferred pursuant to Section 2 above, provided any such exercise occurs prior to the earlier of (i) ninety (90) days after such Termination Date the expiration of the twelve- month period following the date of your death or (ii) the specified Expiration Date of the option term. c. If you become permanently disabled and, by reason thereof your Termination of Service occurs at any time during the option term, then you will have a period of twelve months (commencing with the date of such Termination of Service) during which to exercise this option; provided, that in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if any) for which this option is exercisable at the date of your Termination of Service. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, exercise this option will terminate and cease to be outstanding. You will be deemed to be permanently disabled if you are, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than twelve (12) consecutive months or more, unable to perform your usual duties for the Option to Company or its Subsidiaries. d. If you retire at or after age fifty-five (55) and the extent the Option was exercisable sum of your age on the date of retirement plus years of full-time employment or consultancy with the Company exceeds seventy (70) (“Retirement”) and if by reason thereof your Termination Date andof Service occurs at any time during the option term, on the Termination Date, that portion then this option will become fully exercisable as of the Option that date of Retirement (even if the option was not fully exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, prior to Retirement) and will remain exercisable for the extent full option term until the Expiration Date as if you had not exercised, the Option shall terminate in its entirety at the end incurred a Termination of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before Service. On the Expiration Date, the option will terminate and cease to be outstanding. e. Should (bi) If Recipient’s your Termination of Service is due to his/her death occur for cause (including, but not limited to, any act of dishonesty, willful misconduct, fraud, embezzlement or Disabilitytheft, Recipient any unauthorized disclosure or use of confidential information or trade secrets or, if you have an employment or consulting agreement with the Company, termination thereunder “for cause” (or his/her estate or representativeany similar concept) as provided in such agreement), in the event of Recipient’s death during the Option Period) may, during the period following his/her Termination Date and ending on the earlier of (i) one year after such Termination Date or (ii) the Expiration Date, exercise the Option you make or attempt to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion make any unauthorized use or disclosure of confidential information or trade secrets of the Option that was not Company or its Subsidiaries, then in any such event this option will terminate and cease to be exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to immediately upon the extent not exercised, the Option shall terminate in its entirety at the end date of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (c) If Recipient’s such Termination of Service is for Cause (as defined below) or if a Covenant Violation (as defined below) occurs, the right to exercise the Option shall terminate immediately, and the Option (including vested and unvested portions) shall be automatically cancelled upon the effective date such unauthorized use or disclosure of such termination confidential or the date on which Cresco provides written notice to Recipient of such Covenant Violation, as applicablesecret information or attempt thereat.

Effect of Termination of Service. Except as provided herein, Recipient’s rights to 1. The following provisions shall govern the exercise this Option upon Termination of any options held by the Optionee at the time of cessation of Service as a director, officer, employee or consultant death: (i) Any option outstanding at the time of the Optionee’s cessation of Service for any reasonreason shall remain exercisable for such period of time thereafter as shall be determined by the Plan Administrator and set forth in the documents evidencing the option, but no such option shall be exercisable after the expiration of the option term. (ii) Any option held by the Optionee at the time of death and exercisable in whole or in part at that time may be subsequently exercised by the personal representative of the Optionee’s estate or by the person or persons to whom the option is transferred pursuant to the Optionee’s will or the laws of inheritance or by the Optionee’s designated beneficiary or beneficiaries of that option. (iii) During the applicable post-Service exercise period, the option may not be exercised in the aggregate for more than the number of vested shares for which the option is exercisable on the date of the Optionee’s cessation of Service. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any vested shares for which the option has not been exercised. However, the option shall, immediately upon the Optionee’s cessation of Service, terminate and cease to be outstanding to the extent the Option option is not otherwise at that time exercisable for vested and shares. 2. The Plan Administrator shall have complete discretion, exercisable under either at the terms time an option is granted or at any time while the option remains outstanding, to: (i) extend the period of time for which the option is to remain exercisable following the Optionee’s cessation of Service from the limited exercise period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the Planoption term, shall be forfeited, as provided in Section 7(c) of the Plan.and/or (aii) Except as provided in Subsection (b) or (c) below, if Recipient’s Service terminates for any reason, Recipient (or his/her estate or representative, in permit the event of Recipient’s death during the Option term) mayoption to be exercised, during the period following applicable post-Service exercise period, not only with respect to the date number of Recipientvested shares of Common Stock for which such option is exercisable at the time of the Optionee’s Termination cessation of Service (“Termination Date”) and ending on but also with respect to one or more additional installments in which the earlier of (i) ninety (90) days after such Termination Date or (ii) Optionee would have vested had the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, Optionee continued in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration DateService. (b) If Recipient’s Termination of Service is due to his/her death or Disability, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option Period) may, during the period following his/her Termination Date and ending on the earlier of (i) one year after such Termination Date or (ii) the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (c) If Recipient’s Termination of Service is for Cause (as defined below) or if a Covenant Violation (as defined below) occurs, the right to exercise the Option shall terminate immediately, and the Option (including vested and unvested portions) shall be automatically cancelled upon the effective date of such termination or the date on which Cresco provides written notice to Recipient of such Covenant Violation, as applicable.

Effect of Termination of Service. Except as provided herein1. The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service or death: (i) Should the Optionee cease to remain in Service for any reason other than death, Recipient’s rights Disability or Misconduct, then the Optionee shall have a period of three (3) months following the date of such cessation of Service during which to exercise this Option upon Termination of Service as a director, officer, employee or consultant for any reason, to the extent the Option is not vested and exercisable under the terms of the Plan, shall be forfeited, as provided in Section 7(c) of the Planeach outstanding option held by such Optionee. (aii) Except as provided in Subsection Should the Optionee's Service terminate by reason of Disability, then the Optionee shall have a period of twelve (b12) months following the date of such cessation of Service during which to exercise each outstanding option held by such Optionee. (iii) If the Optionee dies while holding an outstanding option, then the personal representative of his or (c) below, if Recipient’s Service terminates for any reason, Recipient (or his/her estate or representative, in the event person or persons to whom the option is transferred pursuant to the Optionee's will or the laws of Recipient’s death during the Option term) may, during the inheritance shall have a twelve (12)-month period following the date of Recipient’s Termination the Optionee's death to exercise such option. (iv) Under no circumstances, however, shall any such option be exercisable after the specified expiration of the option term. (v) During the applicable post-Service exercise period, the option may not be exercised in the aggregate for more than the number of vested shares for which the option is exercisable on the date of the Optionee's cessation of Service plus any additional Option Shares for which vesting is, pursuant to the terms of the applicable option agreement, to accelerate at the time of such cessation of Service. Upon the expiration of the applicable exercise period or (“Termination Date”if earlier) upon the expiration of the option term, the option shall terminate and ending on cease to be outstanding for any vested shares for which the earlier option has not been exercised. However, the option shall, immediately upon the Optionee's cessation of Service, terminate and cease to be outstanding with respect to any and all option shares for which the option is not otherwise at the time exercisable or in which the Optionee is not otherwise at that time vested (after taking into account any vesting acceleration provisions tied to the Optionee's cessation of Service). (vi) Should the Optionee's Service be terminated for Misconduct, then all outstanding options held by the Optionee shall terminate immediately and cease to remain outstanding. 2. The Plan Administrator shall have complete discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to: (i) ninety (90) days after extend the period of time for which the option is to remain exercisable following the Optionee's cessation of Service from the limited exercise period otherwise in effect for that option to such Termination Date or greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option term, and/or (ii) permit the Expiration Date, exercise the Option option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not be exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (b) If Recipient’s Termination of Service is due to his/her death or Disability, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option Period) may, during the period following his/her Termination Date and ending on the earlier of (i) one year after such Termination Date or (ii) the Expiration Dateapplicable post-Service exercise period, exercise the Option not only with respect to the extent number of vested shares of Common Stock for which such option is exercisable at the Option was exercisable on the Termination Date and, on the Termination Date, that portion time of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (c) If Recipient’s Termination Optionee's cessation of Service is for Cause (as defined below) but also with respect to one or if a Covenant Violation (as defined below) occurs, more additional installments in which the right to exercise Optionee would have vested had the Option shall terminate immediately, and the Option (including vested and unvested portions) shall be automatically cancelled upon the effective date of such termination or the date on which Cresco provides written notice to Recipient of such Covenant Violation, as applicableOptionee continued in Service.

Effect of Termination of Service. Except as provided herein, Recipient’s rights to The following provisions shall govern the exercise this Option upon Termination of any options held by the Optionee at the time of cessation of Service as a director, officer, employee or consultant death: Any option outstanding at the time of the Optionee’s cessation of Service for any reasonreason shall remain exercisable for such period of time thereafter as shall be determined by the Plan Administrator and set forth in the documents evidencing the option, but no such option shall be exercisable after the expiration of the option term. Any outstanding option held by the Optionee at the time of death and exercisable in whole or in part at that time may be subsequently exercised by the personal representative of the Optionee’s estate or by the person or persons to whom the option is transferred pursuant to the Optionee’s will or in accordance with the laws of descent and distribution. Should the Optionee’s Service be terminated for Misconduct, then all outstanding options held by the Optionee shall terminate immediately and cease to be outstanding. During the applicable post-Service exercise period, the option may not be exercised in the aggregate for more than the number of vested shares for which the option is exercisable on the date of the Optionee’s cessation of Service. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any vested shares for which the option has not been exercised. However, the option shall, immediately upon the Optionee’s cessation of Service, terminate and cease to be outstanding to the extent the Option option is not otherwise at that time exercisable for vested and shares. The Plan Administrator shall have complete discretion, exercisable under either at the terms time an option is granted or at any time while the option remains outstanding, to: extend the period of time for which the option is to remain exercisable following the Optionee’s cessation of Service from the limited exercise period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the Planoption term, shall and/or permit the option to be forfeited, as provided in Section 7(c) of the Plan. (a) Except as provided in Subsection (b) or (c) below, if Recipient’s Service terminates for any reason, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option term) mayexercised, during the period following applicable post-Service exercise period, not only with respect to the date number of Recipientvested shares of Common Stock for which such option is exercisable at the time of the Optionee’s Termination cessation of Service (“Termination Date”) and ending on but also with respect to one or more additional installments in which the earlier of (i) ninety (90) days after such Termination Date or (ii) Optionee would have vested had the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, Optionee continued in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration DateService. (b) If Recipient’s Termination of Service is due to his/her death or Disability, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option Period) may, during the period following his/her Termination Date and ending on the earlier of (i) one year after such Termination Date or (ii) the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (c) If Recipient’s Termination of Service is for Cause (as defined below) or if a Covenant Violation (as defined below) occurs, the right to exercise the Option shall terminate immediately, and the Option (including vested and unvested portions) shall be automatically cancelled upon the effective date of such termination or the date on which Cresco provides written notice to Recipient of such Covenant Violation, as applicable.

Effect of Termination of Service. Except as provided herein, Recipient’s rights to ​ 1. The following provisions shall govern the exercise this Option upon Termination of any options held by the Optionee at the time of cessation of Service as a director, officer, employee or consultant death: (i) Any option outstanding at the time of the Optionee’s cessation of Service for any reasonreason shall remain exercisable for such period of time thereafter as shall be determined by the Plan Administrator and set forth in the documents evidencing the option, but no such option shall be exercisable after the expiration of the option term. ​ (ii) Any option held by the Optionee at the time of death and exercisable in whole or in part at that time may be subsequently exercised by the personal representative of the Optionee’s estate or by the person or persons to whom the option is transferred pursuant to the Optionee’s will or the laws of inheritance or by the Optionee’s designated beneficiary or beneficiaries of that option. (iii) During the applicable post-Service exercise period, the option may not be exercised in the aggregate for more than the number of vested shares for which the option is exercisable on the date of the Optionee’s cessation of Service. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any vested shares for which the option has not been exercised. However, the option shall, immediately upon the Optionee’s cessation of Service, terminate and cease to be outstanding to the extent the Option option is not otherwise at that time exercisable for vested and shares. ​ 2. The Plan Administrator shall have complete discretion, exercisable under either at the terms time an option is granted or at any time while the option remains outstanding, to: ​ (i) extend the period of time for which the option is to remain exercisable following the Optionee’s cessation of Service from the limited exercise period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the Planoption term, shall be forfeited, as provided in Section 7(c) of the Plan.and/or ​ (aii) Except as provided in Subsection (b) or (c) below, if Recipient’s Service terminates for any reason, Recipient (or his/her estate or representative, in permit the event of Recipient’s death during the Option term) mayoption to be exercised, during the period following applicable post-Service exercise period, not only with respect to the date number of Recipientvested shares of Common Stock for which such option is exercisable at the time of the Optionee’s Termination cessation of Service (“Termination Date”) and ending on but also with respect to one or more additional installments in which the earlier of (i) ninety (90) days after such Termination Date or (ii) Optionee would have vested had the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, Optionee continued in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (b) If Recipient’s Termination of Service is due to his/her death or Disability, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option Period) may, during the period following his/her Termination Date and ending on the earlier of (i) one year after such Termination Date or (ii) the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (c) If Recipient’s Termination of Service is for Cause (as defined below) or if a Covenant Violation (as defined below) occurs, the right to exercise the Option shall terminate immediately, and the Option (including vested and unvested portions) shall be automatically cancelled upon the effective date of such termination or the date on which Cresco provides written notice to Recipient of such Covenant Violation, as applicable.Service. ​

Effect of Termination of Service. Except as provided herein1. The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service or death: (i) Should the Optionee cease to remain in Service for any reason other than death, Recipient’s rights Disability or Misconduct, then the Optionee shall have a period of three (3) months following the date of such cessation of Service during which to exercise this Option upon Termination of Service as a director, officer, employee or consultant for any reason, to the extent the Option is not vested and exercisable under the terms of the Plan, shall be forfeited, as provided in Section 7(c) of the Planeach outstanding option held by such Optionee. (aii) Except as provided in Subsection Should Optionee's Service terminate by reason of Disability, then the Optionee shall have a period of twelve (b12) months following the date of such cessation of Service during which to exercise each outstanding option held by such Optionee. (iii) If the Optionee dies while holding an outstanding option, then the personal representative of his or (c) below, if Recipient’s Service terminates for any reason, Recipient (or his/her estate or representative, in the event person or persons to whom the option is transferred pursuant to the Optionee's will or the laws of Recipient’s death during inheritance or the Option term) may, during the Optionee's designated beneficiary or beneficiaries of that option shall have a twelve (12)-month period following the date of Recipient’s Termination the Optionee's death to exercise such option. Under no circumstances, however, shall any such option be exercisable after the specified expiration of the option term. (iv) During the applicable post-Service (“Termination Date”) and ending exercise period, the option may not be exercised in the aggregate for more than the number of vested shares for which the option is exercisable on the earlier date of the Optionee's cessation of Service. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any vested shares for which the option has not been exercised. However, the option shall, immediately upon the Optionee's cessation of Service, terminate and cease to be outstanding with respect to any and all option shares for which the option is not otherwise at the time exercisable or in which the Optionee is not otherwise at that time vested. 2. Should Optionee's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while holding one or more outstanding options under the Plan, then all those options shall terminate immediately and cease to remain outstanding. The Plan Administrator shall have the discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to: (i) ninety (90) days after extend the period of time for which the option is to remain exercisable following Optionee's cessation of Service or death from the limited period otherwise in effect for that option to such Termination Date or greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option term, and/or (ii) permit the Expiration Date, exercise the Option option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not be exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (b) If Recipient’s Termination of Service is due to his/her death or Disability, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option Period) may, during the period following his/her Termination Date and ending on the earlier of (i) one year after such Termination Date or (ii) the Expiration Dateapplicable post-Service exercise period, exercise the Option not only with respect to the extent number of vested shares of Common Stock for which such option is exercisable at the Option was exercisable on the Termination Date and, on the Termination Date, that portion time of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (c) If Recipient’s Termination Optionee's cessation of Service is for Cause (as defined below) but also with respect to one or if a Covenant Violation (as defined below) occurs, more additional installments in which the right to exercise Optionee would have vested under the Option shall terminate immediately, and option had the Option (including vested and unvested portions) shall be automatically cancelled upon the effective date of such termination or the date on which Cresco provides written notice to Recipient of such Covenant Violation, as applicableOptionee continued in Service.

Effect of Termination of Service. Except as provided herein, Recipient’s rights to exercise this Option upon a. If your Termination of Service as a director, officer, employee or consultant occurs at any time during the option term for any reason, to the extent the Option is not vested and exercisable under the terms of the Plan, shall be forfeited, reason other than as provided in Section 7(c) of the Plan. (a) Except as provided in Subsection Subsections (b), (c), (d) or (ce) below, then the period for exercising this option will be limited to the six-month period commencing with the date of your Termination of Service; provided that in no event will this option be exercisable at any time after the Expiration Date. During any such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if Recipient’s any) for which it is exercisable at the date of your Termination of Service. Upon the expiration of any such limited period of exercisability or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. b. If your Termination of Service terminates is due to your death at a time when the option remains outstanding, then this option [ill become fully exercisable on the date of death even if the option was not fully exercisable prior to death, and will remain exercisable for any reason, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option term) may, during the a twelve-month period following the date of Recipient’s Termination death; provided that in no event shall this option be exercisable at any time after the Expiration Date. Upon the expiration of Service such twelve-month period or (“Termination if earlier) upon the Expiration Date”) , this option will terminate and ending on cease to be outstanding. Upon your death, the option will be exercisable by the personal representative of your estate or by the person or persons to whom the option is transferred pursuant to Section 2 above, provided any such exercise occurs prior to the earlier of (i) ninety (90) days after such Termination Date the expiration of the twelve-month period following the date of your death or (ii) the specified Expiration Date of the option term. c. If you become permanently disabled and, by reason thereof your Termination of Service occurs at any time during the option term, then you will have a period of twelve months (commencing with the date of such Termination of Service) during which to exercise this option; provided, that in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if any) for which this option is exercisable at the date of your Termination of Service. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, exercise this option will terminate and cease to be outstanding. You will be deemed to be permanently disabled if you are, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than twelve (12) consecutive months or more, unable to perform your usual duties for the Option to Company or its Subsidiaries. d. If you retire at or after age fifty-five (55) and the extent the Option was exercisable sum of your age on the date of retirement plus years of full-time employment or consultancy with the Company exceeds seventy (70) (“Retirement”) and if by reason thereof your Termination Date andof Service occurs at any time during the option term, on the Termination Date, that portion then this option will become fully exercisable as of the Option that date of Retirement (even if the option was not fully exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, prior to Retirement) and will remain exercisable for the extent full option term until the Expiration Date as if you had not exercised, the Option shall terminate in its entirety at the end incurred a Termination of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before Service. On the Expiration Date, the option will terminate and cease to be outstanding. e. Should (bi) If Recipient’s your Termination of Service is due to his/her death occur for cause (including, but not limited to, any act of dishonesty, willful misconduct, fraud, embezzlement or Disabilitytheft, Recipient any unauthorized disclosure or use of confidential information or trade secrets or, if you have an employment or consulting agreement with the Company, termination thereunder “for cause” (or his/her estate or representativeany similar concept) as provided in such agreement), in the event of Recipient’s death during the Option Period) may, during the period following his/her Termination Date and ending on the earlier of (i) one year after such Termination Date or (ii) the Expiration Date, exercise the Option you make or attempt to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion make any unauthorized use or disclosure of confidential information or trade secrets of the Option that was not Company or its Subsidiaries, then in any such event this option will terminate and cease to be exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to immediately upon the extent not exercised, the Option shall terminate in its entirety at the end date of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (c) If Recipient’s such Termination of Service is for Cause (as defined below) or if a Covenant Violation (as defined below) occurs, the right to exercise the Option shall terminate immediately, and the Option (including vested and unvested portions) shall be automatically cancelled upon the effective date such unauthorized use or disclosure of such termination confidential or the date on which Cresco provides written notice to Recipient of such Covenant Violation, as applicablesecret information or attempt thereat.

Effect of Termination of Service. Except as provided herein, Recipient’s rights to exercise this Option upon Termination of Service as a. Upon a director, officer, employee or consultant for any reason, to the extent the Option is not vested and exercisable under the terms of the Plan, shall be forfeited, as provided in Section 7(c) of the Plan. (a) Except as provided in Subsection (b) or (c) below, if Recipient’s Service terminates for any reason, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option term) may, during the period following the date of RecipientGrantee’s Termination of Service for any reason other than due to Disability or death or termination for Cause, Stock Options shall be exercisable only as to those shares that were immediately exercisable by such Grantee at the date of termination, and Stock Options may be exercised only for a period of three (“3) months following termination. b. In the event of a Termination Date”of Service for Cause, all Stock Options granted to a Grantee that have not been exercised shall expire and be forfeited. c. Upon Termination of Service for reason of Disability or death, all Stock Options subject to this Award shall be exercisable, whether or not then exercisable, at the date of Termination of Service. Vested Stock Options may be exercised for a period of one year following Termination of Service due to death, Disability or Retirement, provided, however, that no Stock Option shall be eligible for treatment as an Incentive Stock Option in the event such Stock Option is exercised more than three months following Termination of Service due to Retirement or one year following Termination of Service due to Disability and provided, further, in order to obtain Incentive Stock Option treatment for Stock Options exercised by heirs or devisees of the Grantee, the Grantee’s death must have occurred while employed or within three (3) and ending on months of Termination of Service. d. At the earlier time of an Involuntary Termination of Employment following a Change in Control, all Stock Options then held by the Grantee shall become fully exercisable (i) ninety (90) days after such Termination Date or (ii) the Expiration Date, exercise the Option subject to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, expiration provisions otherwise applicable to the extent not exercisedStock Option). All Stock Options may be exercised for a period of one year following the Grantee’s Involuntary Termination of Employment, the provided however that no Stock Option shall terminate be eligible for treatment as an Incentive Stock Option in its entirety at the end event such Stock Option is exercised more than three (3) months following Involuntary Termination of business on Employment following a Change in Control. e. Notwithstanding anything herein to the contrary, no Stock Option shall be exercisable beyond the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (b) If Recipient’s Termination of Service is due to his/her death or Disability, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option Period) may, during the period following his/her Termination Date and ending on the earlier of (i) one year after such Termination Date or (ii) the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (c) If Recipient’s Termination of Service is for Cause (as defined below) or if a Covenant Violation (as defined below) occurs, the right to exercise the Option shall terminate immediately, and the Option (including vested and unvested portions) shall be automatically cancelled upon the effective date original term of such termination or the date on which Cresco provides written notice to Recipient of such Covenant Violation, as applicableStock Option.

Effect of Termination of Service. Except as provided herein, Recipient’s rights to exercise this Option upon (a) If your Termination of Service as a director, officer, employee or consultant occurs at any time during the option term for any reason, to the extent the Option is not vested and exercisable under the terms of the Plan, shall be forfeited, reason other than as provided in Section 7(cSubsections (b), (c), (d) or (e) below, then the period for exercising this option will be limited to the six-month period commencing with the date of your Termination of Service; provided that in no event will this option be exercisable at any time after the PlanExpiration Date. [During any such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if any) for which it is exercisable at the date of your Termination of Service.]2 Upon the expiration of any such limited period of exercisability or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. (a) Except as provided in Subsection (b) or (c) belowIf your Termination of Service is due to your death at a time when the option remains outstanding, then this option [will become fully exercisable on the date of death even if Recipient’s Service terminates the option was not fully exercisable prior to death, and]3 will remain exercisable for any reason, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option term) may, during the a twelve-month period following the date of Recipient’s Termination death; provided that in no event shall this option be exercisable at any time after the Expiration Date. Upon the expiration of Service such twelve-month period or (“Termination if earlier) upon the Expiration Date”) , this option will terminate and ending on cease to be outstanding. Upon your death, the option will be exercisable by the personal representative of your estate or by the person or persons to whom the option is transferred pursuant to Section 2 above, provided any such exercise occurs prior to the earlier of (i) ninety (90) days after such Termination Date or (ii) the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (b) If Recipient’s Termination of Service is due to his/her death or Disability, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option Period) may, during the period following his/her Termination Date and ending on the earlier of (i) one year after such Termination Date or (ii) the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (c) If Recipient’s Termination of Service is for Cause (as defined below) or if a Covenant Violation (as defined below) occurs, the right to exercise the Option shall terminate immediately, and the Option (including vested and unvested portions) shall be automatically cancelled upon the effective date of such termination or the date on which Cresco provides written notice to Recipient of such Covenant Violation, as applicable.expiration of

Effect of Termination of Service. Except as provided herein, Recipient’s rights to The following provisions shall govern the exercise this Option upon Termination of any options held by the Optionee at the time of cessation of Service as a director, officer, employee or consultant for any reason, to the extent the Option is not vested and exercisable under the terms of the Plan, shall be forfeited, as provided in Section 7(c) of the Plan.death: (a) Except as provided in Subsection (b) or (c) below, if Recipient’s Any option outstanding at the time of the Optionee's cessation of Service terminates for any reason, Recipient (reason shall remain exercisable for a period of three months or his/her estate or representative, period thereafter as shall be determined by the Plan Administrator and set forth in the event of Recipient’s death during documents evidencing the Option term) mayoption, during but no such option shall be exercisable after the period following the date of Recipient’s Termination of Service (“Termination Date”) and ending on the earlier of (i) ninety (90) days after such Termination Date or (ii) the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion expiration of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Dateoption term. (b) If Recipient’s Termination Any option exercisable in whole or in part by the Optionee at the time of Service is due to his/her death or Disability, Recipient (or his/her may be exercised subsequently by the personal representative of the Optionee's estate or representative, in by the event of Recipient’s death during person or persons to whom the Option Period) may, during the period following his/her Termination Date and ending on the earlier of (i) one year after such Termination Date or (ii) the Expiration Date, exercise the Option option is transferred pursuant to the extent Optionee's will or in accordance with the Option was exercisable on the Termination Date and, on the Termination Date, that portion laws of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Datedescent and distribution. (c) If Recipient’s Termination During the applicable post-Service exercise period, the option may not be exercised in the aggregate for more than the number of vested shares for which the option is exercisable on the date of the Optionee's cessation of Service. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any vested shares for which the option has not been exercised. However, the option shall, immediately upon the Optionee's cessation of Service, terminate and cease to be outstanding to the extent the option is not otherwise at that time exercisable for vested shares. (d) Should the Optionee's Service be terminated for Misconduct, then all outstanding options held by the Optionee shall terminate immediately and cease to be outstanding. (e) The Plan Administrator shall have the discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to extend the period of time for which the option is to remain exercisable following the Optionee's cessation of Service from the period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option term, and/or permit the option to be exercised, during the applicable post-Service exercise period, not only with respect to the number of vested shares of Common Stock for which such option is exercisable at the time of the Optionee's cessation of Service but also with respect to one or more additional installments in which the Optionee would have vested under the option had the Optionee continued in Service. I hereby notify Soligenix, Inc. (the "Corporation") that I elect to purchase _____ shares of the Corporation's Common Stock (the "Purchased Shares") at the option exercise price of $_____ per share (the "Exercise Price") pursuant to that certain option (the "Option") granted to me under the Corporation's 2015 Equity Incentive Plan on __________, 20_. Concurrently with the delivery of this Exercise Notice to the Corporation, I shall hereby pay to the Corporation the Exercise Price for Cause the Purchased Shares in accordance with the provisions of my agreement with the Corporation (as defined belowor other documents) or if a Covenant Violation (as defined below) occurs, the right to exercise evidencing the Option and shall terminate immediatelydeliver whatever additional documents may be required by such agreement as a condition for exercise. Alternatively, I may utilize the special broker-dealer sale and remittance procedure specified in my agreement to effect payment of the Option (including vested and unvested portions) shall Exercise Price. Date Optionee Address: Print name in exact manner it is to appear on the stock certificate: Address to which certificate is to be automatically cancelled upon the effective date of such termination or the date on which Cresco provides written notice to Recipient of such Covenant Violationsent, as applicable.if different from address above: Social Security Number: Employee Number:

Effect of Termination of Service. Except as provided herein, Recipient’s rights to (1) The following provisions shall govern the exercise this Option upon Termination of Service as a director, officer, employee or consultant for any reason, to options held by the extent Optionee at the Option is not vested and exercisable under the terms time of the Plan, shall be forfeited, as provided in Section 7(c) cessation of the Plan.Service: (a) Except as provided in Subsection (b) or (c) below, if Recipient’s Any option outstanding at the time of the Optionee's cessation of Service terminates for any reasonreason except death, Recipient Permanent Disability or Misconduct shall remain exercisable for a three (or his/her estate or representative3) month period thereafter, in the event of Recipient’s death during the Option term) may, during the period following the date of Recipient’s Termination of Service (“Termination Date”) and ending on the earlier of (i) ninety (90) days provided no option shall be exercisable after such Termination Date or (ii) the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (b) If Recipient’s Termination Any option outstanding at the time of the Optionee's cessation of Service is due to his/her death or DisabilityPermanent Disability shall remain exercisable for a twelve (12) month period thereafter, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option Period) may, during the period following his/her Termination Date and ending on the earlier of (i) one year provided no option shall be exercisable after such Termination Date or (ii) the Expiration Date, exercise the Option . Subject to the extent foregoing, any option exercisable in whole or in part by the Option was exercisable on Optionee at the Termination Date and, on time of death may be exercised subsequently by the Termination Date, that portion personal representative of the Option that was not exercisable shall automatically terminate without further action Optionee's estate or by Cresco the person or Recipient and, in all events, persons to whom the option is transferred pursuant to the extent not exercised, Optionee's will or in accordance with the Option shall terminate in its entirety at the end laws of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Datedescent and distribution. (c) If Recipient’s Termination Should the Optionee's Service be terminated for Misconduct, then all outstanding options held by the Optionee shall terminate immediately and cease to be outstanding. (d) During the applicable post-Service exercise period, the option may not be exercised in the aggregate for more than the number of shares for which the option is exercisable on the date of the Optionee's cessation of Service; the option shall, immediately upon the Optionee's cessation of Service, terminate and cease to be outstanding to the extent the option is not otherwise at that time exercisable. Upon the expiration of the applicable exercise period or (if earlier) upon the Expiration Date, the option shall terminate and cease to be outstanding for any shares for which the option has not been exercised. (2) The Plan Administrator shall have the discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to: (a) extend the period of time for which the option is to remain exercisable following the Optionee's cessation of Service from the period otherwise in effect for that option to such greater period of 13 time as the Plan Administrator shall deem appropriate, but in no event beyond the Expiration Date, and/or (b) permit the option to be exercised, during the applicable post-Service exercise period, not only with respect to the number of shares of Common Stock for which such option is for Cause (as defined below) exercisable at the time of the Optionee's cessation of Service but also with respect to one or if a Covenant Violation (as defined below) occurs, more additional shares that would have vested under the right to exercise option had the Option shall terminate immediately, and the Option (including vested and unvested portions) shall be automatically cancelled upon the effective date of such termination or the date on which Cresco provides written notice to Recipient of such Covenant Violation, as applicableOptionee continued in Service.

Effect of Termination of Service. Except as provided herein, Recipient’s rights to 1. The following provisions shall govern the exercise this Option upon Termination of any options held by the Optionee at the time of cessation of Service as a director, officer, employee or consultant death: (i) Any option outstanding at the time of the Optionee's cessation of Service for any reasonreason shall remain exercisable for such period of time thereafter as shall be determined by the Plan Administrator and set forth in the documents evidencing the option (which shall in no event be less than six (6) months in the case of death or disability nor less than thirty (30) days in the case of any other cessation of Service), to provided no such option shall be exercisable after the extent the Option is not vested and exercisable under the terms expiration of the Plan, shall be forfeited, as provided in Section 7(c) of the Planoption term. (aii) Except as provided Any option exercisable in Subsection (b) whole or (c) below, if Recipient’s Service terminates for any reason, Recipient (or his/her in part by the Optionee at the time of death may be subsequently exercised by the personal representative of the Optionee's estate or representative, by the person or persons to whom the option is transferred pursuant to the Optionee's will or in accordance with the event laws of Recipient’s death during the Option termdescent and distribution. 4 (iii) maySubject to clause C.2.(ii) below of this Section I, during the period following applicable post-Service exercise period, the option may not be exercised in the aggregate for more than the number of vested shares for which the option is exercisable on the date of Recipient’s Termination the Optionee's cessation of Service Service. Upon the expiration of the applicable exercise period or (“Termination Date”if earlier) upon the expiration of the option term, the option shall terminate and ending on cease to be outstanding for any vested shares for which the earlier of option has not been exercised. 2. The Plan Administrator shall have complete discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to: (i) ninety (90) days after extend the period of time for which the option is to remain exercisable following the Optionee's cessation of Service from the limited exercise period otherwise in effect for that option to such Termination Date or greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option term, and/or (ii) permit the Expiration Date, exercise the Option option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not be exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (b) If Recipient’s Termination of Service is due to his/her death or Disability, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option Period) may, during the period following his/her Termination Date and ending on the earlier of (i) one year after such Termination Date or (ii) the Expiration Dateapplicable post-Service exercise period, exercise the Option not only with respect to the extent number of vested shares of Common Stock for which such option is exercisable at the Option was exercisable on the Termination Date and, on the Termination Date, that portion time of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (c) If Recipient’s Termination Optionee's cessation of Service is for Cause (as defined below) but also with respect to one or if a Covenant Violation (as defined below) occurs, more additional installments in which the right to exercise Optionee would have vested had the Option shall terminate immediately, and the Option (including vested and unvested portions) shall be automatically cancelled upon the effective date of such termination or the date on which Cresco provides written notice to Recipient of such Covenant Violation, as applicableOptionee continued in Service.

Effect of Termination of Service. Except as provided hereinThe Plan Administrator shall establish and set forth in each instrument that evidences an Option whether the Option shall continue to be exercisable, Recipient’s rights to exercise this Option upon and the terms and conditions of such exercise, after a Termination of Service as a directorService, officerany of which provisions may be waived or modified by the Plan Administrator at any time. If not so established in the instrument evidencing the Option, employee or consultant for any reason, the Option shall be exercisable according to the extent following terms and conditions, which may be waived or modified by the Plan Administrator at any time: (a) Any portion of an Option that is not vested and exercisable under on the terms date of the Plan, a Participant's Termination of Service shall be forfeited, as provided in Section 7(c) of the Planexpire on such date. (a) Except as provided in Subsection (b) or (c) below, if Recipient’s Service terminates for any reason, Recipient (or his/her estate or representative, in the event Any portion of Recipient’s death during the an Option term) may, during the period following that is vested and exercisable on the date of Recipient’s a Participant's Termination of Service (“Termination Date”) and ending shall expire on the earlier of earliest to occur of: (i) ninety (90) days if the Participant's Termination of Service occurs for reasons other than Cause, Retirement, Disability or death, the date that is three months after such Termination Date or of Service; (ii) if the Participant's Termination of Service occurs by reason of Retirement, Disability or death, the one-year anniversary of such Termination of Service; and (iii) the Option Expiration Date. Notwithstanding the foregoing, exercise if a Participant dies after the Participant's Termination of Service but while an Option to is otherwise exercisable, the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not is vested and exercisable on the date of such Termination of Service shall automatically terminate without further action by Cresco or Recipient andexpire upon the earlier to occur of (y) the Option Expiration Date and (z) the one-year anniversary of the date of death, in all eventsunless the Plan Administrator determines otherwise. Notwithstanding the foregoing, to the extent not exercisedrequired by applicable law, unless employment or services are terminated for Cause, the right to exercise an Option in the event of Termination of Service, to the extent that the Participant is otherwise entitled to exercise an Option on the date of Termination of Service, shall be a. at least six months from the date of a Participant's Termination of Service if termination was caused by death or Disability; and b. at least 30 days from the date of a Participant's Termination of Service if termination was caused by other than death or Disability; c. but in no event later than the Option Expiration Date. Also notwithstanding the foregoing, in case a Participant's Termination of Service occurs for Cause, all Options granted to the Participant shall automatically expire upon first notification to the Participant of such termination, unless the Plan Administrator determines otherwise. If a Participant's employment or service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant's rights under any Option shall terminate in its entirety at likewise be suspended during the end period of business on investigation. If any facts that would constitute termination for Cause are discovered after a Participant's Termination of Service, any Option then held by the last day of Participant may be immediately terminated by the exercise period specified in this Subsection; provided, however, the Administrator mayPlan Administrator, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (b) If Recipient’s Termination of Service is due to his/her death or Disability, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option Period) may, during the period following his/her Termination Date and ending on the earlier of (i) one year after such Termination Date or (ii) the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (c) If Recipient’s A Participant's change in status from an employee of the Company or a Related Company to a nonemployee director, consultant, advisor or independent contractor of the Company or a Related Company or a change in status from a nonemployee director, consultant, advisor or independent contractor of the Company or a Related Company to an employee of the Company or a Related Company shall not be considered a Termination of Service is for Cause (as defined below) or if a Covenant Violation (as defined below) occurs, the right to exercise the Option shall terminate immediately, and the Option (including vested and unvested portions) shall be automatically cancelled upon the effective date purposes of such termination or the date on which Cresco provides written notice to Recipient of such Covenant Violation, as applicablethis Section 7.6.

Effect of Termination of Service. Except as provided herein, RecipientThe following provisions shall govern the exercise of any options granted pursuant to the Discretionary Grant Program that are outstanding at the time of the Optionee’s rights to exercise this Option upon Termination cessation of Service as a director, officer, employee or consultant death: Any option outstanding at the time of the Optionee’s cessation of Service for any reasonreason other than death, to Retirement, Permanent Disability and Misconduct shall remain exercisable for such period of time thereafter as shall be determined by the extent Plan Administrator and set forth in the Option is not vested and documents evidencing the option, but no such option shall be exercisable under after the terms expiration of the Planoption term, and provided that if such documents do not include such a period of time, any such option shall be forfeited, as provided in Section 7(c) of the Plan. (a) Except as provided in Subsection (b) or (c) below, if Recipient’s Service terminates for any reason, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option term) may, during the period following the date of Recipient’s Termination of Service (“Termination Date”) and ending on remain so exercisable until the earlier of (i) ninety the expiration of the three (90) days after such Termination Date or 3)-month period following the date of Optionee’s cessation of Service, and (ii) the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion expiration of the Option that was not exercisable shall automatically terminate without further action option term set forth in the documents evidencing the option. Any option held by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety Optionee at the end of business on the last day time of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the RecipientOptionee’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (b) If Recipient’s Termination cessation of Service is due to his/her death Retirement or Disability, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option Period) may, during the period following his/her Termination Date and ending on Permanent Disability shall remain exercisable until the earlier of (i) one year after such Termination Date or the expiration of the twelve (12)-month period following the date of Optionee’s cessation of Service and (ii) the Expiration Dateexpiration of the option term set forth in the documents evidencing the option. Any option held by the Optionee at the time of the Optionee’s death and exercisable in whole or in part at that time may be subsequently exercised by the personal representative of the Optionee’s estate or by the person or persons to whom the option is transferred pursuant to the Optionee’s will or the laws of inheritance or by the Optionee’s designated beneficiary or beneficiaries of that option. Any such option shall remain so exercisable until the earlier of (i) the expiration of the twelve (12)-month period following the date of Optionee’s death, and (ii) the expiration of the option term set forth in the documents evidencing the option. Should the Optionee’s Service be terminated for Misconduct or should the Optionee otherwise engage in Misconduct while holding one or more outstanding options granted under this Article Two, then all of those options shall terminate immediately and cease to be outstanding. During the applicable post-Service exercise period, the Option option may not be exercised for more than the number of vested shares for which the option is at the time exercisable. No additional shares shall vest under the option following the Optionee’s cessation of Service, except to the extent (if any) specifically authorized by the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Plan Administrator may, in its sole discretion pursuant to an express written agreement with the Optionee. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding. The Plan Administrator shall have complete discretion, accelerate full vesting exercisable either at the time an option is granted or at any time while the option remains outstanding, to: extend the period of time for which the option is to remain exercisable following the Optionee’s cessation of Service from the limited exercise period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option term; include an automatic extension provision whereby the specified post-Service exercise period in effect for any option granted under this Article Two shall automatically be extended by an additional period of time equal in duration to any interval within the specified post-Service exercise period during which the exercise of that option or the immediate sale of the shares acquired under such option could not be effected in compliance with applicable federal and state securities laws, but in no event shall such an extension result in the continuation of such option beyond the expiration date of the term of that option; and/or permit the option to be exercised, during the applicable post-Service exercise period, not only with respect to the Recipientnumber of vested shares of Common Stock for which such option is exercisable at the time of the Optionee’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (c) If Recipient’s Termination cessation of Service is for Cause (as defined below) but also with respect to one or if a Covenant Violation (as defined below) occurs, more additional installments in which the right to exercise Optionee would have vested had the Option shall terminate immediately, and the Option (including vested and unvested portions) shall be automatically cancelled upon the effective date of such termination or the date on which Cresco provides written notice to Recipient of such Covenant Violation, as applicableOptionee continued in Service.