Common use of REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 11.1 Optionee hereby confirms, that this Option is and the Option Shares will be acquired for investment for the Optionee’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Optionee has no present intention of selling, granting any participation in, or otherwise distributing such Option Shares. Optionee further represents that he does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to any Person, with respect to this Option or any of the Option Shares. 11.2 Optionee has had an opportunity to ask questions of and receive answers from the Company regarding business, management and financial affairs of the Company and the terms and conditions of the offering of the this Option and the Option Shares. 11.3 Optionee understands that this Option is and the Option Shares not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Optionee’s representations as expressed herein. Optionee understands that this Option is and the Option Shares are “restricted securities” under applicable federal and state securities laws and that, pursuant to these laws, the Optionee must hold this Option is and the Option Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Optionee acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Option and the Option Shares, and on requirements relating to the Company that are outside of the Optionee’s control, and which the Company is under no obligation and may not be able to satisfy. 11.4 Optionee is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 11.1 The Optionee hereby confirmsrepresents, warrants and covenants to and with the Company as follows, and acknowledges that this Option the Company is relying upon such covenants, representations and warranties in connection with the granting of the Options to the Optionee and the offer, sale and issuance of the Option Shares to the Optionee upon exercise of this Option: (a) The Optionee is an executive officer of the Company, and as such has access to all information regarding the Company and the Company’s business and financial prospects necessary to make a fully informed decision regarding the exercise of the Options; (b) The Optionee acknowledges that an investment in the Company is highly speculative, and involves a high degree of risk as the Company is in the early stages of developing its business, and may require substantial funds in addition to the proceeds of this private placement, and that only persons who can afford the loss of their entire investment should consider investing in the Company. The Optionee is able to fend for himself/herself/itself, can bear the economic risk of the Optionee's investment, and has such knowledge and experience in financial or business matters such that the Optionee is capable of evaluating the merits and risks of an investment in the Company’s securities as contemplated in this Agreement. (c) The Optionee acknowledges that the offering of the Option Shares by the Company has not been reviewed by the SEC or any other securities commission or regulatory body, and that the Options Shares will be issued by the Company pursuant to an exemption from registration under the Securities Act and an exemption from the prospectus requirements under applicable Canadian securities laws. (d) The Option Shares will be acquired by the Optionee for investment for the Optionee’s 's own account, as principal, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Optionee has no present intention of selling, granting any participation in, or otherwise distributing such Option Sharesthe same. The Optionee further represents that he does not presently have any contract, undertaking, agreement or arrangement with any Person person to sell, transfer or grant participations to such person or to any Personthird person, with respect to this Option or any of the Option Shares. 11.2 Optionee has had an opportunity to ask questions of and receive answers from the Company regarding business, management and financial affairs of the Company and the terms and conditions of the offering of the this Option and the Option Shares. 11.3 Optionee understands that this Option is and the Option Shares not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Optionee’s representations as expressed herein. Optionee understands that this Option is and the Option Shares are “restricted securities” under applicable federal and state securities laws and that, pursuant to these laws, the Optionee must hold this Option is and the Option Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Optionee acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Option and the Option Shares, and on requirements relating to the Company that are outside of the Optionee’s control, and which the Company is under no obligation and may not be able to satisfy. 11.4 Optionee is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 11.1 The Optionee hereby confirmsrepresents, warrants and covenants to and with the Company as follows, and acknowledges that this Option the Company is relying upon such covenants, representations and warranties in connection with the granting of the Options to the Optionee and the offer, sale and issuance of the Option Shares to the Optionee upon exercise of this Option: (a) The Optionee is an executive officer, employee or a consultant of the Company, and as such has access to all information regarding the Company and the Company’s business and financial prospects necessary to make a fully informed decision regarding the exercise of the Options; (b) The Optionee acknowledges that an investment in the Company is highly speculative, and involves a high degree of risk as the Company is in the early stages of developing its business, and may require substantial funds in addition to the proceeds of this private placement, and that only persons who can afford the loss of their entire investment should consider investing in the Company. The Optionee is able to fend for himself/herself/itself, can bear the economic risk of the Optionee's investment, and has such knowledge and experience in financial or business matters such that the Optionee is capable of evaluating the merits and risks of an investment in the Company’s securities as contemplated in this Agreement. (c) The Optionee acknowledges that the offering of the Option Shares by the Company has not been reviewed by the SEC or any other securities commission or regulatory body, and that the Options Shares will be issued by the Company pursuant to an exemption from registration under the Securities Act and an exemption from the prospectus requirements under applicable Canadian securities laws. (d) The Option Shares will be acquired by the Optionee for investment for the Optionee’s 's own account, as principal, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Optionee has no present intention of selling, granting any participation in, or otherwise distributing such Option Sharesthe same. The Optionee further represents that he does not presently have any contract, undertaking, agreement or arrangement with any Person person to sell, transfer or grant participations to such person or to any Personthird person, with respect to this Option or any of the Option Shares. 11.2 Optionee has had an opportunity to ask questions of and receive answers from the Company regarding business, management and financial affairs of the Company and the terms and conditions of the offering of the this Option and the Option Shares. 11.3 Optionee understands that this Option is and the Option Shares not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Optionee’s representations as expressed herein. Optionee understands that this Option is and the Option Shares are “restricted securities” under applicable federal and state securities laws and that, pursuant to these laws, the Optionee must hold this Option is and the Option Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Optionee acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Option and the Option Shares, and on requirements relating to the Company that are outside of the Optionee’s control, and which the Company is under no obligation and may not be able to satisfy. 11.4 Optionee is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 11.1 10.1 Optionee hereby confirms, that this Option is and the Option Shares will be acquired for investment for the Optionee’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Optionee has no present intention of selling, granting any participation in, or otherwise distributing such Option Shares. Optionee further represents that he does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to any Person, with respect to this Option or any of the Option Shares. 11.2 10.2 Optionee has had an opportunity to ask questions of and receive answers from the Company regarding business, management and financial affairs of the Company and the terms and conditions of the offering of the this Option and the Option Shares. 11.3 10.3 Optionee understands that this Option is and the Option Shares have not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Optionee’s representations as expressed herein. Optionee understands that this Option is and the Option Shares are “restricted securities” under applicable federal and state securities laws and that, pursuant to these laws, the Optionee must hold this Option is and the Option Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Optionee acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Option and the Option Shares, and on requirements relating to the Company that are outside of the Optionee’s control, and which the Company is under no obligation and may not be able to satisfy. 11.4 10.4 Optionee is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 11.1 10.1 Optionee hereby confirms, that this Option is and the Option Shares will be acquired for investment for the Optionee’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Optionee has no present intention of selling, granting any participation in, or otherwise distributing such Option Shares. Optionee further represents that he does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to any Person, with respect to this Option or any of the Option Shares. 11.2 10.2 Optionee has had an opportunity to ask questions of and receive answers from the Company regarding business, management and financial affairs of the Company and the terms and conditions of the offering of the this Option and the Option Shares. 11.3 10.3 Optionee understands that this Option is and the Option Shares have not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Optionee’s representations as expressed herein. Optionee understands that this Option is and the Option Shares are “restricted securities” under applicable federal and state securities laws and that, pursuant to these laws, the Optionee must hold this Option is and the Option Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Optionee acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Option and the Option Shares, and on requirements relating to the Company that are outside of the Optionee’s control, and which the Company is under no obligation and may not be able to satisfy. 11.4 Optionee is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 11.1 By executing this Agreement, the Optionee hereby confirms, that accepts the Option and represents and warrants to the Corporation and covenants and agrees with the Corporation as follows: (a) The Optionee agrees to comply with and be bound by all of the provisions of this Option is Agreement. The Optionee acknowledges receipt of a copy of this Agreement and the opportunity to discuss the terms with an appropriate representative of the Corporation. (b) The Optionee recognizes, agrees and acknowledges that no registration statement under the 1933 Act, or under any state securities laws, has been filed with respect to the Option or any Shares that may be acquired upon exercise of the Option, the Corporation is not required to and has no present intention of preparing and filing such a registration statement. Accordingly, Shares acquired pursuant to the Option may be required to be held indefinitely. (c) The Optionee represents and warrants that the Option and any Shares acquired upon exercise of the Option will be acquired for investment and held by the Optionee for the Optionee’s own account, not as a nominee or agentfor investment purposes only, and not with a view to towards the resale distribution or distribution of public offering thereof nor with any part thereof, and that the Optionee has no present intention of selling, granting reselling or distributing the same at any participation in, or otherwise distributing such Option Shares. particular future time. (d) The Optionee further represents that he does agrees not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations otherwise dispose of any Shares that may be acquired upon exercise of the Option unless (i) there is in effect a registration statement under the 1933 Act covering the proposed disposition and compliance with governing state securities laws, (ii) the Optionee delivers to any Personthe Corporation, with respect at the Optionee’s expense, a “no-action” letter or similar interpretative opinion, satisfactory in form and substance to the Corporation, from the staff of each appropriate securities agency, to the effect that such shares may be disposed of by the Optionee in the manner proposed, or (iii) the Optionee delivers to the Corporation, at the Optionee’s expense, a legal opinion, satisfactory in form and substance to the Corporation, of legal counsel designated by the Optionee and satisfactory to the Corporation, to the effect that the proposed disposition is exempt from registration under the 1933 Act and governing state securities laws. (e) The Optionee acknowledges and consents to the appearance of a restrictive legend, referring to the transfer and other restrictions imposed by this Agreement and the Stockholder Agreement, on each certificate representing Shares issued upon exercise of the Option. (f) The Optionee agrees not to sell, transfer or otherwise dispose of the Option or any Shares acquired upon exercise of the Option Shares. 11.2 Optionee has had an opportunity to ask questions of and receive answers from Option, except as specifically permitted by this Agreement, any applicable other agreement with the Company regarding business, management and financial affairs of the Company and the terms and conditions of the offering of the this Option and the Option Shares. 11.3 Optionee understands that this Option is and the Option Shares not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other thingsCorporation, the bona fide nature of the investment intent Corporation’s Stockholder Agreement, and the accuracy of Optionee’s representations as expressed herein. Optionee understands that this Option is and the Option Shares are “restricted securities” under any applicable federal and state securities laws and that, pursuant to these laws, the Optionee must hold this Option is and the Option Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Optionee acknowledges that if an exemption from registration it bears sole responsibility for reviewing and understanding the Corporation’s Stockholder Agreement and consulting with his or qualification is available, it may be conditioned on various requirements including, but not limited to, the time her own legal and manner tax advisors regarding ownership of sale, the holding period for the Option and the Option Shares, and on requirements relating the Corporation undertakes no responsibility to do so; a copy of the relevant portions of the Corporation’s Stockholder Agreement will be provided upon request of Optionee for review purposes during the 21 day period prior to any vesting date subject to the Company that are outside Stockholder Agreement being held in strictest confidence as Corporation confidential information, with the provisions of the any confidentiality agreement (or other agreement containing provisions regarding Optionee’s control, obligations to maintain Corporation information in confidence) between Corporation and which Optionee equally applying to the Company is under no obligation and may not be able to satisfyStockholder Agreement. 11.4 Optionee is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 11.1 By executing this Agreement, the Optionee hereby confirmsaccepts the Option and represents and warrants to the Company and covenants and agrees with the Company as follows: (a) The Optionee agrees to comply with and be bound by all of the provisions of the Plan and this Agreement. The Optionee acknowledges receipt of a copy of the Plan, that this Option is an understanding of its terms, and the opportunity to discuss those terms with an appropriate representative of the Company. (b) The Optionee recognizes, agrees and acknowledges that no registration statement under the 1933 Act, or under any state securities laws, has been filed with respect to the Option or any Shares that may be acquired upon exercise of the Option, the Company is not required to and has no present intention of preparing and filing such a registration statement. Accordingly, Shares acquired pursuant to the Option may be required to be held indefinitely. (c) The Optionee represents and warrants that the Option and any Shares acquired upon exercise of the Option will be acquired for investment and held by the Optionee for the Optionee’s own account, not as a nominee or agentfor investment purposes only, and not with a view to towards the resale distribution or distribution of public offering thereof nor with any part thereof, and that the Optionee has no present intention of selling, granting reselling or distributing the same at any participation in, or otherwise distributing such Option Shares. particular future time. (d) The Optionee further represents that he does agrees not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations otherwise dispose of any Shares that may be acquired upon exercise of the Option unless (i) there is in effect a registration statement under the 1933 Act covering the proposed disposition and compliance with governing state securities laws, (ii) the Optionee delivers to any Personthe Company, with respect at the Optionee’s expense, a “no-action” letter or similar interpretative opinion, satisfactory in form and substance to the Company, from the staff of each appropriate securities agency, to the effect that such shares may be disposed of by the Optionee in the manner proposed, or (iii) the Optionee delivers to the Company, at the Optionee’s expense, a legal opinion, satisfactory in form and substance to the Company, of legal counsel designated by the Optionee and satisfactory to the Company, to the effect that the proposed disposition is exempt from registration under the 1933 Act and governing state securities laws. (e) The Optionee acknowledges and consents to the appearance of a restrictive legend, referring to the transfer and other restrictions imposed by the Plan or this Agreement and the Stockholder Agreement, on each certificate representing Shares issued upon exercise of the Option. (f) The Optionee agrees not to sell, transfer or otherwise dispose of the Option or any Shares acquired upon exercise of the Option Shares. 11.2 Optionee has had an opportunity to ask questions of and receive answers from Option, except as specifically permitted by this Agreement, any applicable other agreement with the Company regarding business, management and financial affairs of the Company and the terms and conditions of the offering of the this Option and the Option Shares. 11.3 Optionee understands that this Option is and the Option Shares not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other thingsCompany, the bona fide nature of the investment intent Company’s Stockholder Agreement, and the accuracy of Optionee’s representations as expressed herein. Optionee understands that this Option is and the Option Shares are “restricted securities” under any applicable federal and state securities laws and that, pursuant to these laws, the Optionee must hold this Option is and the Option Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Optionee acknowledges that it bears sole responsibility for reviewing and understanding the Company’s Stockholder Agreement, if an exemption from registration any, and consulting with his or qualification is available, it may be conditioned on various requirements including, but not limited to, the time her own legal and manner tax advisors regarding ownership of sale, the holding period for the Option and the Option Shares, and on requirements relating the Company undertakes no responsibility to do so; a copy of the relevant portions of the Company’s Stockholder Agreement will be provided upon request of Optionee for review purposes during the 21 day period prior to any vesting date subject to the Stockholder Agreement being held in strictest confidence as Company that are outside confidential information, with the provisions of the any confidentiality agreement (or other agreement containing provisions regarding Optionee’s control, obligations to maintain Company information in confidence) between Company and which Optionee equally applying to the Company is under no obligation and may not be able to satisfyStockholder Agreement. 11.4 Optionee is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 11.1 The Optionee hereby confirmswarrants and represents to the Company, as of the date hereof and as of the date or dates on which any Option Shares are purchased hereunder, as follows: (a.) Optionee is an Accredited Investor as defined in the Securities and Exchange Commission's Regulation Section 230.501, a copy of which is attached hereto as Exhibit B. (b.) Optionee is, by reason of Optionee's business or financial experience, capable of evaluating the merits and risks of this investment and of protecting the Optionee's own interests in connection with the Option. (c.) In deciding whether to acquire the Option Shares, the Optionee has relied, and will rely, exclusively upon consultations with his legal, financial and tax advisors with respect to the nature of the Option. (d.) Optionee understands that this neither the Department of Corporations of the State of California, nor the Securities and Exchange Commission, nor any other governmental agency having jurisdiction over the sale and issuance of the Option is Shares will make any finding or determination relating to the appropriateness for investment of the Option Shares and that none of them has or will recommend or endorse the Option Shares. (e.) The Optionee represents that the Option Shares will be acquired purchased for Optionee's own account for investment for the Optionee’s own account, and will not as a nominee or agent, and not be purchased with a view to the resale sale or distribution of any part thereof, and that the Optionee has no present intention of sellingdistributing or reselling any portion of the Option or the Option Shares which Optionee is receiving or may purchase. Optionee acknowledges that the Option and the Option Shares have not been, granting any participation inand will not be, registered under the Act, and must be held indefinitely unless subsequently registered under the Act or otherwise distributing an exemption for such registration is available. The Optionee also acknowledges that Optionee is fully aware of the restrictions on disposing of the Option SharesShares resulting from the provisions of the Act and the General Rules and Regulations of the Securities and Exchange Commission thereunder. Optionee further represents understands that he does the Option Shares have not presently been, and will not be, qualified under the California Law on the ground that the sale thereof is exempt under the applicable provisions of the California Law. (f.) Optionee understands that the ability to transfer the Option Shares is also restricted under the terms of the Company's Certificate of Incorporation, and that the Company and the other shareholders of the Company have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to any Person, certain rights of first refusal with respect to this Option or any of the Option Shares. 11.2 (g.) Optionee has had an opportunity to ask questions of and receive answers from recognizes that there is not a public market for the Company regarding business, management and financial affairs shares of the Company and the terms and conditions of the offering of the this Option and the Option Shares. 11.3 Optionee understands that this Option there is and the Option Shares not been registered under the Securities Act, by reason of no assurance that there will be such a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Optionee’s representations as expressed hereinmarket for these securities. Optionee understands that the shares may have to be held indefinitely due to the lack of such a market. (h.) Optionee, if requested by the Company's underwriters, will execute a "lock-up" agreement. (i.) Optionee recognizes that "stop transfers instructions will be issued against any stock certificates under this Option is and that the Option Shares are “restricted securities” under applicable federal and state securities laws and that, pursuant to these laws, following legends will be placed on the Optionee must hold this Option is and the Option Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Optionee acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period stock certificates issued for the Option and the Option Shares, and on requirements relating to the Company that are outside of the Optionee’s control, and which the Company is under no obligation and may not be able to satisfysecurities: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL TRANSFER AND OTHER RESTRICTIONS AND A RIGHT OF FIRST REFUSAL CONTAINED IN THE CERTIFICATE OF INCORPORATION OF THE CORPORATION. ANY ATTEMPTED TRANSFER WHICH WOULD VIOLATE THESE RESTRICTIONS IS VOID. COPIES OF THE CERTIFICATE OF rNCORPORATION ARE ON FILE WITH THE SECRETARY OF THE CORPORATION. 11.4 Optionee is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 11.1 The Optionee hereby confirmsrepresents and warrants to the Company as follows: (a) The Optionee has the full right, power and authority to enter into this Agreement and to carry out and consummate the transactions contemplated herein. This Agreement constitutes the legal, valid and binding obligation of the Optionee. (b) No authorization or approval of, or filing with, or compliance with any applicable order, judgment, decree, statute, rule or regulation of, any court or governmental authority, or approval, consent, release or action of any third party, is required in connection with the execution and delivery by the Optionee of, or the performance or satisfaction of any agreement of the Optionee contained in or contemplated by, this Agreement. (c) The Optionee acknowledges that this Option it and each of its shareholders has received and reviewed all publicly filed documents concerning the Company and has had an opportunity to meet with and ask questions of the management of the Company. (d) The Optionee and each of its shareholders is an accredited investor within the meaning of Rule 501 of the Commission under the Securities Act, has the financial ability to bear the economic risk of its or his investment, can afford to sustain a complete loss of such investment and has adequate means of providing for its or his current needs and personal contingencies, and has no need for liquidity in its or his investment in the Company; and the Option Shares will be acquired amount invested in the Company by the Optionee does not constitute a substantial portion of its or his net worth. (e) The Optionee is acquiring the Convertible Debentures for investment for the Optionee’s own account, not as a nominee or agent, and not with a view to the resale sale or distribution thereof, for its own account and not on behalf of others and has not granted any part thereofother person any right or option or any participation or beneficial interest in any of the securities. The Optionee acknowledges its understanding that the Conversion Shares constitute restricted securities within the meaning of Rule 144 of the Commission under the Act, and that none of such securities may be sold except pursuant to an effective registration statement under the Act or in a trans- action exempt from registration under the Act, and acknowledges that it understands the meaning and effect of such restriction. The Optionee has no present intention sufficient knowledge and experience in financial and business matters so that it is capable of selling, granting any participation in, or otherwise distributing such Option evaluating the risks and merits of the purchase of the Conversion Shares. The Optionee further represents is aware that he does not presently have any contract, undertaking, agreement no Federal or arrangement with any Person to sell, transfer state regulatory agency or grant participations to any Person, with respect to this Option authority has passed upon the sale of the Conversion Shares or any of the Option Shares. 11.2 terms of the Preferred Stock or the terms of the sale or the accuracy or adequacy of any material provided to the Optionee has had an opportunity to ask questions and that the price of the Conversion Shares was negotiated between the Optionee and receive answers from the Company regarding business, management and financial affairs does not necessarily bear any relationship to the underlying assets or value of the Company and that the terms and conditions of the offering Preferred Stock was negotiated between the Optionee and the Company and does not necessarily bear any relationship to the underlying assets or value of the this Option and the Option SharesCompany. THE OPTIONEE UNDERSTANDS THAT AN INVESTMENT IN THE SHARES BEING PURCHASED BY IT INVOLVES A HIGH DEGREE OF RISK. 11.3 Optionee understands that this Option is and the Option Shares not been registered under the Securities Act(f) THE OPTIONEE UNDERSTANDS THAT IN CONNECTION WITH ITS EVALUATION OF THE COMPANY, by reason of a specific exemption from the registration provisions THE OPTIONEE HAS BEEN OR MAY HAVE BEEN PROVIDED WITH ACCESS TO CERTAIN INFORMATION CONCERNING THE COMPANY WHICH HAS NOT BEEN PUBLICLY DISCLOSED. THE OPTIONEE FURTHER UNDERSTANDS THAT ANY TRADING BY IT IN SECURITIES OF THE COMPANY USING NON-PUBLIC INFORMATION COULD CONSTITUTE A VIOLATION OF FEDERAL AND STATE SECURITIES LAWS AND/OR OTHER LAWS AND MAY SUBJECT IT TO CRIMINAL AND/OR CIVIL PENALTIES AND LIABILITY. In view of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Optionee’s representations as expressed herein. Optionee understands that this Option is and the Option Shares are “restricted securities” under applicable federal and state securities laws and that, pursuant to these lawsforegoing, the Optionee must hold agrees not to (i) purchase or sell, including a short sale, any of the Company's securities or rights to purchase or sell such securities as long as the Optionee is in possession of material non-public information or (ii) disclose any non-public information to any other person. (g) There is no finder's fee or brokerage commission payable with respect to the purchase by the Optionee of the Convertible Debentures or the consummation of the transactions contemplated by this Option is Agreement and the Option Shares indefinitely unless they are registered with Optionee agrees to indemnify and hold harmless the SEC Company from and qualified by state authoritiesagainst any and all cost, damage, liability or an exemption from such registration expense (including fees and qualification requirements is available. Optionee acknowledges that if an exemption from registration expenses of counsel) arising out of or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Option and the Option Shares, and on requirements relating to claims for such fees or commissions, except to the Company extent that are outside of any such fees or commissions have been directly incurred by the Optionee’s control, and which the Company is under no obligation and may not be able to satisfyCompany. 11.4 Optionee is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 11.1 By executing this Agreement, the Optionee hereby confirmsaccepts the Option and represents and warrants to the Company and covenants and agrees with the Company as follows: (a) The Optionee agrees to comply with and be bound by all of the provisions of the Plan and this Agreement. The Optionee acknowledges receipt of a copy of the Plan, that this Option is an understanding of its terms, and the opportunity to discuss those terms with an appropriate representative of the Company. (b) The Optionee recognizes, agrees and acknowledges that no registration statement under the 1933 Act, or under any state securities laws, has been filed with respect to the Option or any Shares that may be acquired upon exercise of the Option, the Company is not required to and has no present intention of preparing and filing such a registration statement. Accordingly, Shares acquired pursuant to the Option may be required to be held indefinitely. (c) The Optionee represents and warrants that the Option and any Shares acquired upon exercise of the Option will be acquired for investment and held by the Optionee for the Optionee’s own account, not as a nominee or agentfor investment purposes only, and not with a view to towards the resale distribution or distribution of public offering thereof nor with any part thereof, and that the Optionee has no present intention of selling, granting reselling or distributing the same at any participation in, or otherwise distributing such Option Shares. particular future time. (d) The Optionee further represents that he does agrees not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations otherwise dispose of any Shares that may be acquired upon exercise of the Option unless (i) there is in effect a registration statement under the 1933 Act covering the proposed disposition and compliance with governing state securities laws, (ii) the Optionee delivers to any Personthe Company, with respect at the Optionee’s expense, a “no-action” letter or similar interpretative opinion, satisfactory in form and substance to the Company, from the staff of each appropriate securities agency, to the effect that such shares may be disposed of by the Optionee in the manner proposed, or (iii) the Optionee delivers to the Company, at the Optionee’s expense, a legal opinion, satisfactory in form and substance to the Company, of legal counsel designated by the Optionee and satisfactory to the Company, to the effect that the proposed disposition is exempt from registration under the 1933 Act and governing state securities laws. (e) The Optionee acknowledges and consents to the appearance of a restrictive legend, referring to the transfer and other restrictions imposed by the Plan or this Agreement, on each certificate representing Shares issued upon exercise of the Option. (f) The Optionee agrees not to sell, transfer or otherwise dispose of the Option or any Shares acquired upon exercise of the Option Shares. 11.2 Optionee has had an opportunity to ask questions of and receive answers from the Company regarding businessOption, management and financial affairs of except as specifically permitted by this Agreement, any applicable other agreement with the Company and the terms and conditions of the offering of the this Option and the Option Shares. 11.3 Optionee understands that this Option is and the Option Shares not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Optionee’s representations as expressed herein. Optionee understands that this Option is and the Option Shares are “restricted securities” under any applicable federal and state securities laws and that, pursuant to these laws, the Optionee must hold this Option is and the Option Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Optionee acknowledges that if an exemption from registration he, she or qualification is availableit bears sole responsibility for consulting with his, it may be conditioned on various requirements including, but not limited to, the time her or its own legal and manner tax advisors regarding ownership of sale, the holding period for the Option and the Option Shares, and on requirements relating to the Company that are outside of the Optionee’s control, and which the Company is under undertakes no obligation and may not be able responsibility to satisfydo so. 11.4 Optionee is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 11.1 By executing this Agreement, the Optionee hereby confirmsaccepts the Option and represents and warrants to the Corporation and covenants and agrees with the Corporation as follows: (a) The Optionee agrees to comply with and be bound by all of the provisions of the Plan and this Agreement. The Optionee acknowledges receipt of a copy of the Plan, that this Option is an understanding of its terms, and the opportunity to discuss those terms with an appropriate representative of the Corporation. (b) The Optionee recognizes, agrees and acknowledges that no registration statement under the 1933 Act, or under any state securities laws, has been filed with respect to the Option or any Shares that may be acquired upon exercise of the Option, the Corporation is not required to and has no present intention of preparing and filing such a registration statement. Accordingly, Shares acquired pursuant to the Option may be required to be held indefinitely. (c) The Optionee represents and warrants that the Option and any Shares acquired upon exercise of the Option will be acquired for investment and held by the Optionee for the Optionee’s own account, not as a nominee or agentfor investment purposes only, and not with a view to towards the resale distribution or distribution of public offering thereof nor with any part thereof, and that the Optionee has no present intention of selling, granting reselling or distributing the same at any participation in, or otherwise distributing such Option Shares. particular future time. (d) The Optionee further represents that he does agrees not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations otherwise dispose of any Shares that may be acquired upon exercise of the Option unless (i) there is in effect a registration statement under the 1933 Act covering the proposed disposition and compliance with governing state securities laws, (ii) the Optionee delivers to any Personthe Corporation, with respect at the Optionee’s expense, a “no-action” letter or similar interpretative opinion, satisfactory in form and substance to the Corporation, from the staff of each appropriate securities agency, to the effect that such shares may be disposed of by the Optionee in the manner proposed, or (iii) the Optionee delivers to the Corporation, at the Optionee’s expense, a legal opinion, satisfactory in form and substance to the Corporation, of legal counsel designated by the Optionee and satisfactory to the Corporation, to the effect that the proposed disposition is exempt from registration under the 1933 Act and governing state securities laws. (e) The Optionee acknowledges and consents to the appearance of a restrictive legend, referring to the transfer and other restrictions imposed by the Plan or this Agreement and the Stockholder Agreement, on each certificate representing Shares issued upon exercise of the Option. (f) The Optionee agrees not to sell, transfer or otherwise dispose of the Option or any Shares acquired upon exercise of the Option Shares. 11.2 Optionee has had an opportunity to ask questions of and receive answers from Option, except as specifically permitted by this Agreement, any applicable other agreement with the Company regarding business, management and financial affairs of the Company and the terms and conditions of the offering of the this Option and the Option Shares. 11.3 Optionee understands that this Option is and the Option Shares not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other thingsCorporation, the bona fide nature of the investment intent Corporation’s Stockholder Agreement, and the accuracy of Optionee’s representations as expressed herein. Optionee understands that this Option is and the Option Shares are “restricted securities” under any applicable federal and state securities laws and that, pursuant to these laws, the Optionee must hold this Option is and the Option Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Optionee acknowledges that if an exemption from registration it bears sole responsibility for reviewing and understanding the Corporation’s Stockholder Agreement and consulting with his or qualification is available, it may be conditioned on various requirements including, but not limited to, the time her own legal and manner tax advisors regarding ownership of sale, the holding period for the Option and the Option Shares, and on requirements relating the Corporation undertakes no responsibility to do so; a copy of the relevant portions of the Corporation’s Stockholder Agreement will be provided upon request of Optionee for review purposes during the 21 day period prior to any vesting date subject to the Company that are outside Stockholder Agreement being held in strictest confidence as Corporation confidential information, with the provisions of the any confidentiality agreement (or other agreement containing provisions regarding Optionee’s control, obligations to maintain Corporation information in confidence) between Corporation and which Optionee equally applying to the Company is under no obligation and may not be able to satisfyStockholder Agreement. 11.4 Optionee is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 11.1 Optionee hereby confirms, that this Option is and the Option Shares will be acquired for investment for the Optionee’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Optionee has no present intention of selling, granting any participation in, or otherwise distributing such Option Shares. Optionee further represents that he does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to any Person, with respect to this Option or any of the Option Shares. 11.2 Optionee has had an opportunity to ask questions of and receive answers from the Company regarding business, management and financial affairs of the Company and the terms and conditions of the offering of the this Option and the Option Shares. 11.3 Optionee understands that this Option is and the Option Shares have not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Optionee’s representations as expressed herein. Optionee understands that this Option is and the Option Shares are “restricted securities” under applicable federal and state securities laws and that, pursuant to these laws, the Optionee must hold this Option is and the Option Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Optionee acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Option and the Option Shares, and on requirements relating to the Company that are outside of the Optionee’s control, and which the Company is under no obligation and may not be able to satisfy. 11.4 Optionee is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.