Common use of Conditions and Limitations Clause in Contracts

Conditions and Limitations. The obligations of each Holder under this Section 5 are subject to the following conditions and limitations: (a) any representations and warranties to be made by such Holder in connection with the Approved Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, free of liens, claims and encumbrances; (b) the Holder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Approved Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of such Holder in the Approved Sale and for the inaccuracy of any representations and warranties made by the Company or its Holders in connection with such Approved Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and subject to the provisions of the Certificate related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration actually paid to such Holder in connection with such Approved Sale; (d) liability shall be limited to such Holder’s applicable share (determined based on the respective proceeds payable to each Holder in connection with such Approved Sale in accordance with the provisions of the Certificate) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Approved Sale, except with respect to claims related to fraud by such Holder, the liability for which need not be limited as to such Holder; and (e) upon the consummation of the Approved Sale, (i) each holder of each class or series of the Company’s capital stock will either receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock or, if any holders of any class or series of capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Approved Sale, all holders of such class or series of capital stock will be given the same option; provided, however, that nothing in this Section 5.4(e)(i) shall entitle any Holder to receive any form of consideration that such Holder would be ineligible to receive as a result of such Holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s stockholders, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless, with respect to (I) the Series A Preferred Stock, the Requisite Series A Investors, (II) the Series B Preferred Stock, the Requisite Series B Investors, or (III) the Common Stock, the holders of at least a majority of the then issued and outstanding shares of Voting Common Stock, voting together as a separate class, in each case in respect of such series or class, elect to receive a lesser amount by written notice given to the Company at least 10 days prior to the effective date of any such Approved Sale, the aggregate consideration receivable per outstanding share of Series A Preferred Stock, Series B Preferred Stock, or Common Stock, as applicable, shall be allocated among all holders of such respective shares on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Liquidation Event in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Approved Sale; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for shares of capital stock pursuant to this Section 5.4(e) includes any securities and due receipt thereof by any Holder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Holder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Holder in lieu thereof, against surrender of such shares of capital stock, which would have otherwise been sold by such Holder, an amount in cash equal to the fair value (as determined in good faith by the Company and the Board of Directors, including the Preferred Directors) of the securities which Holder would otherwise receive as of the date of the issuance of such securities in exchange for such shares of capital stock. For the avoidance of doubt, this Section 5.4 shall not limit in any manner the ability of the Company to enter into an agreement with respect to, or consummate, a Sale Transaction on terms that do not satisfy the conditions set forth in this Section 5.4; provided, however, in the event of any such Sale Transaction, the Holders shall have no obligation pursuant to this Section 5 to take any action with respect to such Sale Transaction.

Conditions and Limitations. (a) The obligations Option is granted on the condition that the purchase of each Holder under this Section 5 are shares hereunder shall be for investment purposes and not with a view to resale or distribution, except that such condition shall be inoperative if the offering of Shares subject to the following conditions Option is registered under the Securities Act of 1933, as amended, or if in the opinion of counsel for the Company such Shares may be resold without registration. At the time of the exercise of the Option or any installment thereof, the Participant will execute a Nonqualified Stock Option Exercise Form in the form attached as Exhibit 1 and limitations: (a) any representations such further agreements as the Company may require to implement the foregoing condition and warranties to be made by such Holder in connection acknowledge the Participant’s familiarity with restrictions on the Approved Sale are limited to representations and warranties related to authorityresale of the Shares under applicable securities laws, ownership and the ability to convey title to Company may stamp such Shares, free legend on the certificate representing the Shares as may be necessary or appropriate in light of liens, claims and encumbrances;the foregoing condition. (b) The Company will furnish upon request of the Holder shall not Participant copies of the certificate of incorporation of the Company, as amended (the “Certificate of Incorporation”), and bylaws of the Company, as amended (the “Bylaws”), such publicly available financial and other information concerning the Company and its business and prospects as may be liable for reasonably requested by the inaccuracy of any representation or warranty made by any other Person Participant in connection with the Approved Sale, exercise of this Option (and such other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties financial and covenants of other information concerning the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholdersmay be required to be delivered to Optionees from time to time pursuant to applicable laws);. (c) The Option shall not be transferable otherwise than by will or by the liability for indemnificationlaws of descent and distribution, and except as provided in Section 4 the Option shall be exercisable during the lifetime of the Participant by the Participant only. Notwithstanding the foregoing, however, if anythe Participant is determined to be mentally incompetent and a guardian or conservator (or other similar person) is appointed by a court of competent jurisdiction to manage the Participant’s affairs, of such Holder in the Approved Sale and for guardian or conservator (or other similar person) may exercise the inaccuracy of any representations and warranties made by the Company or its Holders in connection with such Approved Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants Option on behalf of the Company as well as breach by any stockholder of any of identical representationsParticipant, warranties and covenants provided by all stockholders), and subject to that such exercise is made within the provisions of the Certificate related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration actually paid to such Holder in connection with such Approved Sale;time limits prescribed herein. (d) liability The Option granted in this Agreement is subject to the terms, conditions and definitions of the Plan. To the extent that the terms, conditions and definitions of this Agreement are inconsistent with those of the Plan, those of this Agreement shall be limited govern. Capitalized terms not otherwise defined herein shall have the meanings defined in the Plan. The Participant hereby accepts this Option subject to all such Holder’s applicable share (determined based on the respective proceeds payable to each Holder in connection with such Approved Sale in accordance with the provisions of the Certificate) Plan and agrees that all decisions under, and interpretations of, such provisions of a negotiated aggregate indemnification amount that applies equally to all Holders but that the Plan by the Board, as defined in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Approved SalePlan, except with respect to claims related to fraud by such Holdershall be final, binding and conclusive upon the liability for which need not be limited as to such Holder; andParticipant and the Participant’s heirs. (e) In the event that the Company, upon the consummation advice of counsel, deems it necessary to list upon official notice of issuance any shares to be issued pursuant to the Plan on a national securities exchange or market system or to register under the Securities Act of 1933 or other applicable federal or state statute any shares to be issued pursuant to the Plan, or to qualify any such shares for exemption from the registration requirements of the Approved Sale, (i) each holder Securities Act of each class or series 1933 under the rules and regulations of the Company’s capital stock will either receive the same form of consideration Securities and Exchange Commission or for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock orsimilar exemption under state law, if any holders of any class or series of capital stock of then the Company are given an option as shall notify the Participant to the form that effect and amount of consideration to no Shares shall be received as a result of the Approved Saleissued until such registration, all holders of such class listing or series of capital stock will be given the same option; provided, however, that nothing in this Section 5.4(e)(i) exemption has been obtained. The Company shall entitle any Holder to receive any form of consideration that such Holder would be ineligible to receive as a result of such Holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s stockholders, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless, with respect to (I) the Series A Preferred Stock, the Requisite Series A Investors, (II) the Series B Preferred Stock, the Requisite Series B Investors, or (III) the Common Stock, the holders of at least a majority of the then issued and outstanding shares of Voting Common Stock, voting together as a separate class, in each case in respect of such series or class, elect to receive a lesser amount by written notice given to the Company at least 10 days prior to the effective date of make prompt application for any such Approved Saleregistration, the aggregate consideration receivable per outstanding share of Series A Preferred Stock, Series B Preferred Stock, listing or Common Stock, as applicable, shall be allocated among all holders of such respective shares on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Liquidation Event in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Approved Sale; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for shares of capital stock exemption pursuant to this Section 5.4(e) includes any securities and due receipt thereof by any Holder would require under applicable federal or state law (x) the registration or qualification rules of such securities or of any person as a broker or dealer or agent with respect exchange which it deems necessary and shall make reasonable efforts to cause such securities or (y) the provision to any Holder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Actregistration, the Company may cause to be paid to any such Holder in lieu thereof, against surrender of such shares of capital stock, which would have otherwise been sold by such Holder, an amount in cash equal to the fair value (as determined in good faith by the Company and the Board of Directors, including the Preferred Directors) of the securities which Holder would otherwise receive as of the date of the issuance of such securities in exchange for such shares of capital stock. For the avoidance of doubt, this Section 5.4 shall not limit in any manner the ability of the Company to enter into an agreement with respect tolisting, or consummate, a Sale Transaction on terms that do not satisfy the conditions set forth in this Section 5.4; provided, however, in the event of any such Sale Transaction, the Holders shall have no obligation pursuant exemption to this Section 5 to take any action with respect to such Sale Transactionbecome and remain effective.

Conditions and Limitations. (a) The obligations option is granted on the condition that the purchase of each Holder under this Section 5 are Shares hereunder shall be for investment purposes and not with a view to resale or distribution, except that such condition shall be inoperative if the offering of Shares subject to the following conditions option is registered under the Securities Act of 1933, as amended, or if in the opinion of counsel for the Company such Shares may be resold without registration. At the time of the exercise of the option or any installment thereof, the Optionee will execute such further agreements as the Company may require to implement the foregoing condition and limitations: (a) any representations and warranties to be made by such Holder in connection acknowledge the Optionee's familiarity with restrictions on the Approved Sale are limited to representations and warranties related to authorityresale of the Shares under applicable securities laws, ownership and the ability to convey title to Company may stamp such Shares, free legend of liens, claims and encumbrances;the certificate representing the Shares as may be necessary or appropriate in light of the foregoing condition. (b) The Company will furnish upon request of the Holder shall not Optionee copies of the articles of incorporation of the Company, as amended, and by-laws of the Company, as amended, and such publicly available financial and other information concerning the Company and its business and prospects as may be liable for reasonably requested by the inaccuracy of any representation or warranty made by any other Person Optionee in connection with the Approved Sale, other than the Company (except to the extent that funds may be paid out exercise of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders);this option. (c) The option shall not be transferable otherwise than by will or by the liability for indemnificationlaws of descent and distribution, and except as provided in Section 4 the option shall be exercisable during the lifetime of the Optionee by the Optionee only. Notwithstanding the foregoing, however, if anythe Optionee is determined to be mentally incompetent and a guardian or conservator (or other similar person) is appointed by a court of competent jurisdiction to manage the Optionee's affairs, of such Holder in the Approved Sale and for guardian or conservator (or other similar person) may exercise the inaccuracy of any representations and warranties made by the Company or its Holders in connection with such Approved Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants option on behalf of the Company as well as breach by any stockholder of any of identical representationsOptionee, warranties and covenants provided by all stockholders), and subject to that such exercise is made within the provisions of the Certificate related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration actually paid to such Holder in connection with such Approved Sale;time limits prescribed herein. (d) liability The option granted in this Agreement is subject to the terms, conditions and definitions of the Plan, a copy of which is attached hereto. To the extent that the terms, conditions and definitions of this Agreement are inconsistent with those of the Plan, those of this Agreement shall be limited govern. The Optionee hereby accepts this option subject to all such Holder’s applicable share (determined based on the respective proceeds payable to each Holder in connection with such Approved Sale in accordance with the provisions of the Certificate) of a negotiated aggregate indemnification amount Plan and agrees that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise payable to decisions under, and interpretations of, such Holder in connection with such Approved Sale, except with respect to claims related to fraud by such Holder, the liability for which need not be limited as to such Holder; and (e) upon the consummation provisions of the Approved Sale, (i) each holder Plan by the Board of each class or series of the Company’s capital stock will either receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock or, if any holders of any class or series of capital stock Directors of the Company are given an option as to (the form and amount of consideration to be received as a result of "Board") or the Approved Sale, all holders of such class or series of capital stock will be given the same option; provided, however, that nothing in this Section 5.4(e)(i) shall entitle any Holder to receive any form of consideration that such Holder would be ineligible to receive as a result of such Holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s stockholders, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless, with respect to (I) the Series A Preferred Stock, the Requisite Series A Investors, (II) the Series B Preferred Stock, the Requisite Series B Investors, or (III) the Common Stock, the holders of at least a majority of the then issued and outstanding shares of Voting Common Stock, voting together as a separate class, in each case in respect of such series or class, elect to receive a lesser amount by written notice given to the Company at least 10 days prior to the effective date of any such Approved Sale, the aggregate consideration receivable per outstanding share of Series A Preferred Stock, Series B Preferred Stock, or Common StockCommittee, as applicabledefined in the Plan, shall be allocated among all holders of such respective shares on final, binding and conclusive upon the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock Optionee and the holders of Common Stock are entitled in a Liquidation Event in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Approved Sale; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for shares of capital stock pursuant to this Section 5.4(e) includes any securities and due receipt thereof by any Holder would require under applicable law (x) the registration his or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Holder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Holder in lieu thereof, against surrender of such shares of capital stock, which would have otherwise been sold by such Holder, an amount in cash equal to the fair value (as determined in good faith by the Company and the Board of Directors, including the Preferred Directors) of the securities which Holder would otherwise receive as of the date of the issuance of such securities in exchange for such shares of capital stock. For the avoidance of doubt, this Section 5.4 shall not limit in any manner the ability of the Company to enter into an agreement with respect to, or consummate, a Sale Transaction on terms that do not satisfy the conditions set forth in this Section 5.4; provided, however, in the event of any such Sale Transaction, the Holders shall have no obligation pursuant to this Section 5 to take any action with respect to such Sale Transactionher heirs.

Conditions and Limitations. The obligations of each Holder under this Section 5 are subject to the following conditions and limitations: (a) The option is granted on the condition that the purchase of Common Stock hereunder shall be for investment purposes and not with a view to resale or distribution, except that such condition shall be inoperative if the offering of Common Stock subject to this option is registered under the Securities Act of 1933, as amended (the "Securities Act"), or, if in the opinion of counsel for the Company, such Common Stock may be resold without registration. At the time of the exercise of this option or any representations installment thereof, the Optionee will execute such further agreement as the Company may require to implement the foregoing condition and warranties to be made acknowledge the Optionee's familiarity with restrictions on the resale of the Common Stock under applicable securities laws. Each certificate for shares of Common Stock initially issued upon exercise of this option shall bear the following legend (and any additional legend required by such Holder in connection with any other agreement or other understanding between the Approved Sale are limited to representations and warranties related to authority, ownership Optionee and the ability Company) on the face thereof: "The shares represented by this certificate have not been registered under the Securities Act of 1933 or under any state securities laws. Such securities have been acquired for investment and may not be sold or transferred in the absence of an effective registration statement for such securities under the Securities Act of 1933 or any applicable state securities law, unless, in the opinion (which shall be in form and substance satisfactory to convey title the corporation) of counsel satisfactory to the corporation, such registration is not required." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend shall also bear such legends unless, in the opinion of counsel for the Company, the securities represented thereby need no longer be subject to such Shares, free of liens, claims and encumbrances;restrictions. (b) the Holder This option shall not be liable for transferable by the inaccuracy Optionee otherwise than by will or by the laws of any representation or warranty made by any other Person in connection with the Approved Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties descent and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders);distribution. (c) The Company undertakes to file a Registration Statement on Form S-8 covering the liability for indemnification, if any, of such Holder in the Approved Sale and for the inaccuracy of any representations and warranties made by the Company or its Holders in connection with such Approved Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and subject to the provisions of the Certificate related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration actually paid to such Holder in connection with such Approved Sale; (d) liability shall be limited to such Holder’s applicable share (determined based on the respective proceeds payable to each Holder in connection with such Approved Sale in accordance with the provisions of the Certificate) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Approved Sale, except with respect to claims related to fraud by such Holder, the liability for which need not be limited as to such Holder; and (e) upon the consummation of the Approved Sale, (i) each holder of each class or series of the Company’s capital stock will either receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock or, if any holders of any class or series of capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Approved Sale, all holders of such class or series of capital stock will be given the same option; provided, however, that nothing in this Section 5.4(e)(i) shall entitle any Holder to receive any form of consideration that such Holder would be ineligible to receive as a result of such Holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s stockholders, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless, with respect to (I) the Series A Preferred Stock, the Requisite Series A Investors, (II) the Series B Preferred Stock, the Requisite Series B Investors, or (III) the Common Stock, the holders of at least a majority of the then issued and outstanding shares of Voting Common Stock, voting together as a separate class, in each case in respect of such series or class, elect to receive a lesser amount by written notice given issuable to the Company at least 10 days prior to the effective date of any such Approved Sale, the aggregate consideration receivable per outstanding share of Series A Preferred Stock, Series B Preferred Stock, or Common Stock, as applicable, shall be allocated among all holders of such respective shares on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Liquidation Event in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Approved Sale; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for shares of capital stock Optionee pursuant to this Section 5.4(e) includes any securities and due receipt thereof by any Holder would require under applicable law (x) Agreement within 90 days from the registration or qualification date hereof. The Company will use its commercially reasonable efforts to maintain the effectiveness of such securities or of any person S-8 and file such other documents as a broker or dealer or agent with respect are necessary to such securities or (y) have the provision to any Holder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Holder in lieu thereof, against surrender of such shares of capital stock, which would have otherwise been sold by such Holder, an amount in cash equal to the fair value (as determined in good faith by the Company and the Board of Directors, including the Preferred Directors) S-8 available for exercise of the securities which Holder would otherwise receive options issued hereby for so long as of such options are exercisable. The Company will make such filings as are necessary so as to "blue sky" the date of the issuance of shares issuable hereby in Pennsylvania and Maryland and such securities in exchange for such shares of capital stock. For the avoidance of doubt, this Section 5.4 shall not limit in any manner the ability of the Company to enter into an agreement with respect to, or consummate, a Sale Transaction on terms that do not satisfy the conditions set forth in this Section 5.4; provided, however, in the event of any such Sale Transaction, the Holders shall have no obligation pursuant to this Section 5 to take any action with respect to such Sale Transactionother states as Optionee may reasonably request.

Conditions and Limitations. (a) The obligations Option is granted on the condition that the purchase of each Holder under this Section 5 are Shares hereunder shall be for investment purposes and not with a view to resale or distribution, except that such condition shall be inoperative if the offering of Shares subject to the following conditions Option is registered under the United States Securities Act of 1933, as amended (the “1933 Act”) and limitations: is not subject to any hold period, seasoning period or resale restriction under applicable foreign securities laws, or if in the opinion of counsel for the Company such Shares may be resold without registration under the 1933 Act or registration or qualification under applicable foreign securities laws. At the time of the exercise of the Option or any installment thereof, the Participant will execute an Exercise Form and Restriction Agreement in substantially the form attached as Exhibit 1 (athe “Restriction Agreement”) any representations and warranties such further agreements as the Company may require to be made by such Holder in connection implement the foregoing condition and to acknowledge the Participant’s familiarity with restrictions on the Approved Sale are limited to representations resale of the Shares under applicable U.S. and warranties related to authorityforeign securities laws, ownership and the ability to convey title to Company may stamp such Shares, free legend on the certificate representing the Shares as may be necessary or appropriate in light of liens, claims and encumbrances;the foregoing condition. (b) The Company will furnish upon request of the Holder shall not Participant copies of the certificate of incorporation of the Company, as amended (the “Certificate of Incorporation”), and By-laws of the Company, as amended (the “By-laws”), such publicly available financial and other information concerning the Company and its business and prospects as may be liable for reasonably requested by the inaccuracy of any representation or warranty made by any other Person Participant in connection with the Approved Sale, exercise of this Option (and such other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties financial and covenants of other information concerning the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholdersmay be required to be delivered to Optionees from time to time pursuant to applicable laws);. (c) Except with the liability for indemnificationprior written consent of the Board, the Option shall not be transferable otherwise than by will or by the laws of descent and distribution, and except as provided in Section 4 the Option shall be exercisable during the lifetime of the Participant by the Participant only. Notwithstanding the foregoing, however, if anythe Participant is determined to be mentally incompetent and a guardian or conservator (or other similar person) is appointed by a court of competent jurisdiction to manage the Participant’s affairs, of such Holder in the Approved Sale and for guardian or conservator (or other similar person) may exercise the inaccuracy of any representations and warranties made by the Company or its Holders in connection with such Approved Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants Option on behalf of the Company as well as breach by any stockholder of any of identical representationsParticipant, warranties and covenants provided by all stockholders), and subject to that such exercise is made within the provisions of the Certificate related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration actually paid to such Holder in connection with such Approved Sale;time limits prescribed herein. (d) liability The Option granted in this Agreement is subject to the terms, conditions and definitions of the Plan. To the extent that the terms, conditions and definitions of this Agreement are inconsistent with those of the Plan, those of this Agreement shall be limited govern. Capitalized terms not otherwise defined herein (including the recitals hereto) shall have the meanings defined in the Plan. The Participant hereby accepts this Option subject to all such Holder’s applicable share (determined based on the respective proceeds payable to each Holder in connection with such Approved Sale in accordance with the provisions of the Certificate) Plan and agrees that all decisions under, and interpretations of, such provisions of a negotiated aggregate indemnification amount that applies equally to all Holders but that the Plan by the Board, as defined in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Approved SalePlan, except with respect to claims related to fraud by such Holdershall be final, binding and conclusive upon the liability for which need not be limited as to such Holder; andParticipant and the Participant’s heirs. (e) In the event that the Company, upon the consummation advice of counsel, deems it necessary to list upon official notice of issuance any shares to be issued pursuant to the Plan on a national securities exchange or market system in the United States, Canada or any foreign jurisdiction, or to register under the 1933 Act or other applicable federal or state statute any shares to be issued pursuant to the Plan, or to qualify any such shares for exemption from the registration requirements of the Approved Sale, (i) each holder of each class or series 1933 Act under the rules and regulations of the Company’s capital stock will either receive the same form of consideration Securities and Exchange Commission or for their similar exemption under state law, or to qualify any such shares of such class by filing a prospectus or series as is received by equivalent document under other holders in respect of their shares of such same class or series of stock orapplicable securities laws, if any holders of any class or series of capital stock of then the Company are given an option as shall notify the Participant to the form that effect and amount of consideration to no Shares shall be received as a result of the Approved Saleissued until such registration, all holders of such class or series of capital stock will be given the same option; providedlisting, however, that nothing in this Section 5.4(e)(i) shall entitle any Holder to receive any form of consideration that such Holder would be ineligible to receive as a result of such Holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s stockholders, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless, with respect to (I) the Series A Preferred Stock, the Requisite Series A Investors, (II) the Series B Preferred Stock, the Requisite Series B Investorsexemption, or (III) the Common Stock, the holders of at least a majority of the then issued and outstanding shares of Voting Common Stock, voting together as a separate class, in each case in respect of such series qualification has been obtained or class, elect to receive a lesser amount by written notice given to the completed. The Company at least 10 days prior to the effective date of shall make prompt application for any such Approved Saleregistration, the aggregate consideration receivable per outstanding share of Series A Preferred Stocklisting, Series B Preferred Stock, exemption or Common Stock, as applicable, shall be allocated among all holders of such respective shares on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Liquidation Event in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Approved Sale; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for shares of capital stock qualification pursuant to this Section 5.4(e) includes any securities and due receipt thereof by any Holder would require under applicable law (x) the registration or qualification rules of such securities exchange which it deems necessary and shall make reasonable efforts to cause such registration, listing, exemption or of any person as a broker or dealer or agent with respect qualification to such securities or (y) the provision to any Holder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Holder in lieu thereof, against surrender of such shares of capital stock, which would have otherwise been sold by such Holder, an amount in cash equal to the fair value (as determined in good faith by the Company become and the Board of Directors, including the Preferred Directors) of the securities which Holder would otherwise receive as of the date of the issuance of such securities in exchange for such shares of capital stock. For the avoidance of doubt, this Section 5.4 shall not limit in any manner the ability of the Company to enter into an agreement with respect to, or consummate, a Sale Transaction on terms that do not satisfy the conditions set forth in this Section 5.4; provided, however, in the event of any such Sale Transaction, the Holders shall have no obligation pursuant to this Section 5 to take any action with respect to such Sale Transactionremain effective.

Conditions and Limitations. The obligations of each Holder Investor under this Section 5 3 are subject to the following conditions and limitations: (a) any each Investor shall be required to make representations and warranties only with respect to be made such Investor and the Shares owned by such Holder Investor as may be set forth in connection with any agreement approved by the Approved Sale are limited to representations and warranties related to authority, ownership and Board of Directors of the ability to convey title to such Shares, free of liens, claims and encumbrancesCompany; (b) the Holder each Investor shall be severally but not be jointly liable for the inaccuracy its proportionate share of any representation or warranty made indemnity claim provided that the aggregate liability of each Investor shall be limited to the amount of gross proceeds received by any other Person such Investor in connection with the Approved Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnificationsubject to subparagraph (e) below, if any, of such Holder in the Approved Sale must be on the same terms and conditions for the inaccuracy of any representations and warranties made by the Company or its Holders in connection with such Approved Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and subject to the provisions of the Certificate related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration actually paid to such Holder in connection with such Approved Saleeach Investor; (d) liability shall be limited to such Holder’s applicable share (determined based on if the respective proceeds payable to each Holder in connection with such Approved Sale in accordance with the provisions of the Certificate) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Approved Sale, except with respect to claims related to fraud by such Holder, the liability for which need not be limited as to such Holder; and (e) upon the consummation of the Approved Sale, (i) each holder of each class or series of the Company’s capital stock will either receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock or, if any holders of any class or series of capital stock of the Company Approving Stockholders are given an option as to the form and amount of consideration per share to be received as a result of in the Approved SaleSale with respect to the Shares of any class or series owned by the Approving Stockholders, all holders each Investor shall be given the option to accept the same form and amount of consideration per share with respect to the Shares of such class or series of capital stock will be given the same optionowned by such Investor; provided, however, that nothing in this Section 5.4(e)(iand (e) shall entitle any Holder to receive any form of consideration that such Holder would be ineligible to receive as a result of such Holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s stockholders, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless, with respect to (I) the Series A Preferred Stock, the Requisite Series A Investors, (II) the Series B Preferred Stock, the Requisite Series B Investors, or (III) the Common Stock, the holders of at least a majority of the then issued and outstanding shares of Voting Common Stock, voting together as a separate class, in each case in respect of such series or class, elect to receive a lesser amount by written notice given to the Company at least 10 days prior to the effective date of any such Approved Sale, the aggregate consideration receivable per outstanding share by all holders of Series A Preferred Stock, Series B A-1 Preferred Stock, or Stock and Common Stock, as applicable, Stock shall be allocated among all the holders of such respective shares Series A Preferred Stock, Series A-1 Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series Series A Preferred Stock, the holders of Series A-1 Preferred Stock and the holders of Common Stock are entitled in a Liquidation Event in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Approved Sale; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for shares of capital stock pursuant to this . This Section 5.4(e) includes any securities and due receipt thereof by any Holder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Holder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Holder in lieu thereof, against surrender of such shares of capital stock, which would have otherwise been sold by such Holder, an amount in cash equal to the fair value (as determined in good faith by the Company and the Board of Directors, including the Preferred Directors) of the securities which Holder would otherwise receive as of the date of the issuance of such securities in exchange for such shares of capital stock. For the avoidance of doubt, this Section 5.4 3.4 shall not limit in any manner the ability of the Company to enter into an agreement with respect to, or consummate, a Sale Transaction on terms that which do not satisfy the conditions set forth in this Section 5.43.4; provided, however, in the event of any such Sale Transaction, the Holders Investors shall have no obligation pursuant to this Section 5 4 to take any action with respect to such Sale Transaction.

Conditions and Limitations. (a) The obligations Option is granted on the condition that the purchase of each Holder under this Section 5 are Shares hereunder shall be for investment purposes and not with a view to resale or distribution, except that such condition shall be inoperative if the offering of Shares subject to the following conditions Option is registered under the United States Securities Act of 1933, as amended (the “1933 Act”) and limitations: is not subject to any hold period, seasoning period or resale restriction under applicable Canadian securities laws, or if in the opinion of counsel for the Company such Shares may be resold without registration under the 1933 Act or qualification under applicable Canadian securities laws. At the time of the exercise of the Option or any installment thereof, the Participant will execute an Exercise Form and Restriction Agreement substantially in the form attached as Exhibit 1 (athe “Restriction Agreement”) any representations and warranties such further agreements as the Company may require to be made by such Holder in connection implement the foregoing condition and to acknowledge the Participant’s familiarity with restrictions on the Approved Sale are limited to representations resale of the Shares under applicable U.S. and warranties related to authorityCanadian securities laws, ownership and the ability to convey title to Company may stamp such Shares, free legend on the certificate representing the Shares as may be necessary or appropriate in light of liens, claims and encumbrances;the foregoing condition. (b) The Company will furnish upon request of the Holder shall not Participant copies of the certificate of incorporation of the Company, as amended (the “Certificate of Incorporation”), and by-laws of the Company, as amended (the “By-laws”), such publicly available financial and other information concerning the Company and its business and prospects as may be liable for reasonably requested by the inaccuracy of any representation or warranty made by any other Person Participant in connection with the Approved Sale, exercise of this Option (and such other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties financial and covenants of other information concerning the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholdersmay be required to be delivered to Optionees from time to time pursuant to applicable laws);. (c) The Option shall not be transferable otherwise than by will or by the liability for indemnificationlaws of descent and distribution, and except as provided in Section 4, the Option shall be exercisable during the lifetime of the Participant by the Participant only. Notwithstanding the foregoing, however, if anythe Participant is determined to be mentally incompetent and a guardian or conservator (or other similar person) is appointed by a court of competent jurisdiction to manage the Participant’s affairs, of such Holder in the Approved Sale and for guardian or conservator (or other similar person) may exercise the inaccuracy of any representations and warranties made by the Company or its Holders in connection with such Approved Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants Option on behalf of the Company as well as breach by any stockholder of any of identical representationsParticipant, warranties and covenants provided by all stockholders), and subject to that such exercise is made within the provisions of the Certificate related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration actually paid to such Holder in connection with such Approved Sale;time limits prescribed herein. (d) liability The Option granted in this Agreement is subject to the terms, conditions and definitions of the Plan. To the extent that the terms, conditions and definitions of this Agreement are inconsistent with those of the Plan, those of this Agreement shall be limited govern. Capitalized terms not otherwise defined herein (including the recitals hereto) shall have the meanings defined in the Plan. The Participant hereby accepts this Option subject to all such Holder’s applicable share (determined based on the respective proceeds payable to each Holder in connection with such Approved Sale in accordance with the provisions of the Certificate) Plan and agrees that all decisions under, and interpretations of, such provisions of a negotiated aggregate indemnification amount that applies equally to all Holders but that the Plan by the Board, as defined in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Approved SalePlan, except with respect to claims related to fraud by such Holdershall be final, binding and conclusive upon the liability for which need not be limited as to such Holder; andParticipant and the Participant’s heirs. (e) In the event that the Company, upon the consummation advice of counsel, deems it necessary to list upon official notice of issuance any shares to be issued pursuant to the Plan on a national securities exchange or market system in the United States, Canada or any foreign jurisdiction, or to register under the 1933 Act or other applicable federal or state statute any shares to be issued pursuant to the Plan, or to qualify any such shares for exemption from the registration requirements of the Approved Sale, (i) each holder of each class or series 1933 Act under the rules and regulations of the Company’s capital stock will either receive the same form of consideration Securities and Exchange Commission or for their similar exemption under state law, or to qualify any such shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock orfiling a prospectus under applicable Canadian securities laws, if any holders of any class or series of capital stock of then the Company are given an option as shall notify the Participant to the form that effect and amount of consideration to no Shares shall be received as a result of the Approved Saleissued until such registration, all holders of such class or series of capital stock will be given the same option; providedlisting, however, that nothing in this Section 5.4(e)(i) shall entitle any Holder to receive any form of consideration that such Holder would be ineligible to receive as a result of such Holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s stockholders, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless, with respect to (I) the Series A Preferred Stock, the Requisite Series A Investors, (II) the Series B Preferred Stock, the Requisite Series B Investorsexemption, or (III) the Common Stock, the holders of at least a majority of the then issued and outstanding shares of Voting Common Stock, voting together as a separate class, in each case in respect of such series qualification has been obtained or class, elect to receive a lesser amount by written notice given to the completed. The Company at least 10 days prior to the effective date of shall make prompt application for any such Approved Saleregistration, the aggregate consideration receivable per outstanding share of Series A Preferred Stocklisting, Series B Preferred Stock, exemption or Common Stock, as applicable, shall be allocated among all holders of such respective shares on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Liquidation Event in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Approved Sale; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for shares of capital stock qualification pursuant to this Section 5.4(e) includes any securities and due receipt thereof by any Holder would require under applicable law (x) the registration or qualification rules of such securities exchange which it deems necessary and shall make reasonable efforts to cause such registration, listing, exemption or of any person as a broker or dealer or agent with respect qualification to such securities or (y) the provision to any Holder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Holder in lieu thereof, against surrender of such shares of capital stock, which would have otherwise been sold by such Holder, an amount in cash equal to the fair value (as determined in good faith by the Company become and the Board of Directors, including the Preferred Directors) of the securities which Holder would otherwise receive as of the date of the issuance of such securities in exchange for such shares of capital stock. For the avoidance of doubt, this Section 5.4 shall not limit in any manner the ability of the Company to enter into an agreement with respect to, or consummate, a Sale Transaction on terms that do not satisfy the conditions set forth in this Section 5.4; provided, however, in the event of any such Sale Transaction, the Holders shall have no obligation pursuant to this Section 5 to take any action with respect to such Sale Transactionremain effective.

Conditions and Limitations. (a) The obligations Option is granted on the condition that the purchase of each Holder under this Section 5 are shares hereunder shall be for investment purposes and not with a view to resale or distribution, except that such condition shall be inoperative if the offering of Shares subject to the following conditions Option is registered under the Securities Act of 1933, as amended, or if in the opinion of counsel for the Company such Shares may be resold without registration. At the time of the exercise of the Option or any installment thereof, the Participant will execute a Nonqualified Stock Option Exercise Form in the form attached as Exhibit 2 and limitations: (a) any representations such further agreements as the Company may require to implement the foregoing condition and warranties to be made by such Holder in connection acknowledge the Participant’s familiarity with restrictions on the Approved Sale are limited to representations and warranties related to authorityresale of the Shares under applicable securities laws, ownership and the ability to convey title to Company may stamp such Shares, free legend on the certificate representing the Shares as may be necessary or appropriate in light of liens, claims and encumbrances;the foregoing condition. (b) The Company will furnish upon request of the Holder shall not Participant copies of the certificate of incorporation of the Company, as amended (the “Certificate of Incorporation”), and bylaws of the Company, as amended (the “Bylaws”), such publicly available financial and other information concerning the Company and its business and prospects as may be liable for reasonably requested by the inaccuracy of any representation or warranty made by any other Person Participant in connection with the Approved Sale, exercise of this Option (and such other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties financial and covenants of other information concerning the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholdersmay be required to be delivered to Optionees from time to time pursuant to applicable laws);. (c) The Option shall not be transferable otherwise than by will or by the liability for indemnificationlaws of descent and distribution, and except as provided in Section 4 the Option shall be exercisable during the lifetime of the Participant by the Participant only. Notwithstanding the foregoing, however, if anythe Participant is determined to be mentally incompetent and a guardian or conservator (or other similar person) is appointed by a court of competent jurisdiction to manage the Participant’s affairs, of such Holder in the Approved Sale and for guardian or conservator (or other similar person) may exercise the inaccuracy of any representations and warranties made by the Company or its Holders in connection with such Approved Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants Option on behalf of the Company as well as breach by any stockholder of any of identical representationsParticipant, warranties and covenants provided by all stockholders), and subject to that such exercise is made within the provisions of the Certificate related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration actually paid to such Holder in connection with such Approved Sale;time limits prescribed herein. (d) liability The Option granted in this Agreement is subject to the terms, conditions and definitions of the Plan. To the extent that the terms, conditions and definitions of this Agreement are inconsistent with those of the Plan, those of this Agreement shall be limited govern. Capitalized terms not otherwise defined herein shall have the meanings defined in the Plan. The Participant hereby accepts this Option subject to all such Holder’s applicable share (determined based on the respective proceeds payable to each Holder in connection with such Approved Sale in accordance with the provisions of the Certificate) Plan and agrees that all decisions under, and interpretations of, such provisions of a negotiated aggregate indemnification amount that applies equally to all Holders but that the Plan by the Board, as defined in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Approved SalePlan, except with respect to claims related to fraud by such Holdershall be final, binding and conclusive upon the liability for which need not be limited as to such Holder; andParticipant and the Participant’s heirs. (e) In the event that the Company, upon the consummation advice of counsel, deems it necessary to list upon official notice of issuance any shares to be issued pursuant to the Plan on a national securities exchange or market system or to register under the Securities Act of 1933 or other applicable federal or state statute any shares to be issued pursuant to the Plan, or to qualify any such shares for exemption from the registration requirements of the Approved Sale, (i) each holder Securities Act of each class or series 1933 under the rules and regulations of the Company’s capital stock will either receive the same form of consideration Securities and Exchange Commission or for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock orsimilar exemption under state law, if any holders of any class or series of capital stock of then the Company are given an option as shall notify the Participant to the form that effect and amount of consideration to no Shares shall be received as a result of the Approved Saleissued until such registration, all holders of such class listing or series of capital stock will be given the same option; provided, however, that nothing in this Section 5.4(e)(i) exemption has been obtained. The Company shall entitle any Holder to receive any form of consideration that such Holder would be ineligible to receive as a result of such Holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s stockholders, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless, with respect to (I) the Series A Preferred Stock, the Requisite Series A Investors, (II) the Series B Preferred Stock, the Requisite Series B Investors, or (III) the Common Stock, the holders of at least a majority of the then issued and outstanding shares of Voting Common Stock, voting together as a separate class, in each case in respect of such series or class, elect to receive a lesser amount by written notice given to the Company at least 10 days prior to the effective date of make prompt application for any such Approved Saleregistration, the aggregate consideration receivable per outstanding share of Series A Preferred Stock, Series B Preferred Stock, listing or Common Stock, as applicable, shall be allocated among all holders of such respective shares on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Liquidation Event in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Approved Sale; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for shares of capital stock exemption pursuant to this Section 5.4(e) includes any securities and due receipt thereof by any Holder would require under applicable federal or state law (x) the registration or qualification rules of such securities or of any person as a broker or dealer or agent with respect exchange which it deems necessary and shall make reasonable efforts to cause such securities or (y) the provision to any Holder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Actregistration, the Company may cause to be paid to any such Holder in lieu thereof, against surrender of such shares of capital stock, which would have otherwise been sold by such Holder, an amount in cash equal to the fair value (as determined in good faith by the Company and the Board of Directors, including the Preferred Directors) of the securities which Holder would otherwise receive as of the date of the issuance of such securities in exchange for such shares of capital stock. For the avoidance of doubt, this Section 5.4 shall not limit in any manner the ability of the Company to enter into an agreement with respect tolisting, or consummate, a Sale Transaction on terms that do not satisfy the conditions set forth in this Section 5.4; provided, however, in the event of any such Sale Transaction, the Holders shall have no obligation pursuant exemption to this Section 5 to take any action with respect to such Sale Transactionbecome and remain effective.

Conditions and Limitations. The obligations As a condition precedent to any exercise of each this option, the Holder under (or if any other individual or individuals are exercising this Section 5 are subject option, such individual or individuals) shall deliver to the Company an investment letter in form and substance satisfactory to the Company and its counsel which shall contain among other things a statement in writing to the following conditions and limitations: effects (to the extent then applicable): (a) any representations that the option is then being exercised for the account of the Holder and warranties only with a view to be made by such Holder investment in, and not for, in connection with or with a view to the Approved Sale are limited disposition of, the shares with respect to representations and warranties related to authority, ownership and which the ability to convey title to such Shares, free of liens, claims and encumbrances; option is then being exercised; (b) that the Holder shall not be liable for acknowledges that the inaccuracy right of any representation or warranty made by any other Person first refusal set forth in connection with the Approved Sale, other than the Company (except Section 9 hereof applies to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); such shares; (c) that the liability for indemnificationHolder has been advised that Rule 144 of the Securities and Exchange Commission (the "Commission"), if anywhich permits the resale, subject to various terms and conditions, of such Holder in the Approved Sale and small amounts of "restricted securities" (as therein defined) after they have been held for the inaccuracy of any representations and warranties made by one year, does not now apply to the Company or its Holders in connection with such Approved Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of because the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and subject is not now required to the provisions of the Certificate related to the allocation of the escrow, is pro rata in proportion tofile, and does not exceedfile, current reports under the amount Securities Exchange Act of consideration actually paid 1934 (the "Exchange Act"), nor is there publicly available information concerning the Company substantially equivalent to that which would be available if the Company were required to file such Holder in connection with such Approved Sale; reports; (d) liability shall be limited that the Holder understands that there is no assurance that the Company will ever become a reporting company under the Exchange Act and that the Company has no obligation to such Holder’s applicable share (determined based on the respective proceeds payable Holder to each Holder in connection with such Approved Sale in accordance with the provisions of the Certificate) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Approved Sale, except with respect to claims related to fraud by such Holder, the liability for which need not be limited as to such Holderdo so; and (e) upon that the consummation of Holder and Holder's representatives have fully investigated the Approved Sale, (i) each holder of each class or series Company and the xxxxxxss and financial conditions concerning it and have knowledge of the Company’s capital stock will either receive 's then current corporate activities and financial condition; and (f) that the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock or, if any holders of any class or series of capital stock of Holder believes that the Company are given an option as to the form nature and amount of consideration the shares being purchased are consistent with Holder's investment objectives, abilities and resources. The restrictions imposed by this Section and any investment representation made pursuant to this Section shall be received as a result inoperative upon the registration with the Commission of the Approved Sale, all holders stock subject to this option or acquired through the exercise of such class or series this option. The Holder also agrees for a period of capital stock will be given the same option; provided, however, that nothing in this Section 5.4(e)(i) shall entitle any Holder up to receive any form of consideration that such Holder would be ineligible to receive as a result of such Holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s stockholders, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless, with respect to (I) the Series A Preferred Stock, the Requisite Series A Investors, (II) the Series B Preferred Stock, the Requisite Series B Investors, or (III) the Common Stock, the holders of at least a majority of the then issued and outstanding shares of Voting Common Stock, voting together as a separate class, in each case in respect of such series or class, elect to receive a lesser amount by written notice given to the Company at least 10 180 days prior to from the effective date of any such Approved Sale, an Initial Public Offering or 90 days from the aggregate consideration receivable per outstanding share effective date of Series A Preferred Stock, Series B Preferred Stock, or Common Stock, as applicable, shall be allocated among all holders of such respective shares on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders other underwritten public offerings of Common Stock are entitled in a Liquidation Event in accordance with of the Company’s Certificate of Incorporation in effect immediately prior to the Approved Sale; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for shares of capital stock pursuant to this Section 5.4(e) includes any securities and due receipt thereof by any Holder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Holder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated Company under the Securities Act of 1933, as amended (the "Securities Act"), upon request of the Company may cause underwriters managing any underwritten offering of the Company's securities, not to be paid to sell, make any such Holder in lieu thereofshort sale of, against surrender loan, grant any option for the purchase of, or otherwise dispose of such any shares of capital stock, which would have otherwise been sold by such Holder, an amount in cash equal issued pursuant to the fair value (as determined in good faith by exercise of this option, without the prior written consent of the Company and the Board of Directors, including the Preferred Directors) of the securities which Holder would otherwise receive as of the date of the issuance of such securities in exchange for such shares of capital stock. For the avoidance of doubt, this Section 5.4 shall not limit in any manner the ability of the Company to enter into an agreement with respect to, or consummate, a Sale Transaction on terms that do not satisfy the conditions set forth in this Section 5.4; provided, however, in the event of any such Sale Transaction, the Holders shall have no obligation pursuant to this Section 5 to take any action with respect to such Sale Transactionunderwriters.

Conditions and Limitations. The obligations As a condition precedent to any exercise of each this option, the Holder under (or if any other individual or individuals are exercising this Section 5 are subject option, such individual or individuals) shall deliver to the Company an investment letter in form and substance satisfactory to the Company and its counsel which shall contain among other things a statement in writing to the following conditions and limitations: effects (to the extent then applicable): (a) any representations that the option is then being exercised for the account of the Holder and warranties only with a view to be made by such Holder investment in, and not for, in connection with or with a view to the Approved Sale are limited disposition of, the shares with respect to representations and warranties related to authority, ownership and which the ability to convey title to such Shares, free of liens, claims and encumbrances; option is then being exercised; (b) that the Holder shall not be liable for acknowledges that the inaccuracy right of any representation or warranty made by any other Person first refusal set forth in connection with the Approved Sale, other than the Company (except Section 9 hereof applies to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); such shares; (c) that the liability for indemnificationHolder has been advised that Rule 144 of the Securities and Exchange Commission (the "Commission"), if anywhich permits the resale, subject to various terms and conditions, of such Holder in the Approved Sale and small amounts of "restricted securities" (as therein defined) after they have been held for the inaccuracy of any representations and warranties made by one year, does not now apply to the Company or its Holders in connection with such Approved Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of because the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and subject is not now required to the provisions of the Certificate related to the allocation of the escrow, is pro rata in proportion tofile, and does not exceedfile, current reports under the amount Securities Exchange Act of consideration actually paid 1934 (the "Exchange Act"), nor is there publicly available information concerning the Company substantially equivalent to that which would be available if the Company were required to file such Holder in connection with such Approved Sale; reports; (d) liability shall be limited that the Holder understands that there is no assurance that the Company will ever become a reporting company under the Exchange Act and that the Company has no obligation to such Holder’s applicable share (determined based on the respective proceeds payable Holder to each Holder in connection with such Approved Sale in accordance with the provisions of the Certificate) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Approved Sale, except with respect to claims related to fraud by such Holder, the liability for which need not be limited as to such Holderdo so; and (e) upon that the consummation of Holder and Xxxxxx's representatives have fully investigated the Approved Sale, (i) each holder of each class or series Company and the business and financial conditions concerning it and have knowledge of the Company’s capital stock will either receive 's then current corporate activities and financial condition; and (f) that the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock or, if any holders of any class or series of capital stock of Holder believes that the Company are given an option as to the form nature and amount of consideration the shares being purchased are consistent with Holder's investment objectives, abilities and resources. The restrictions imposed by this Section and any investment representation made pursuant to this Section shall be received as a result inoperative upon the registration with the Commission of the Approved Sale, all holders stock subject to this option or acquired through the exercise of such class or series this option. The Holder also agrees for a period of capital stock will be given the same option; provided, however, that nothing in this Section 5.4(e)(i) shall entitle any Holder up to receive any form of consideration that such Holder would be ineligible to receive as a result of such Holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s stockholders, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless, with respect to (I) the Series A Preferred Stock, the Requisite Series A Investors, (II) the Series B Preferred Stock, the Requisite Series B Investors, or (III) the Common Stock, the holders of at least a majority of the then issued and outstanding shares of Voting Common Stock, voting together as a separate class, in each case in respect of such series or class, elect to receive a lesser amount by written notice given to the Company at least 10 180 days prior to from the effective date of any such Approved Sale, an Initial Public Offering or 90 days from the aggregate consideration receivable per outstanding share effective date of Series A Preferred Stock, Series B Preferred Stock, or Common Stock, as applicable, shall be allocated among all holders of such respective shares on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders other underwritten public offerings of Common Stock are entitled in a Liquidation Event in accordance with of the Company’s Certificate of Incorporation in effect immediately prior to the Approved Sale; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for shares of capital stock pursuant to this Section 5.4(e) includes any securities and due receipt thereof by any Holder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Holder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated Company under the Securities Act of 1933, as amended (the "Securities Act"), upon request of the Company may cause underwriters managing any underwritten offering of the Company's securities, not to be paid to sell, make any such Holder in lieu thereofshort sale of, against surrender loan, grant any option for the purchase of, or otherwise dispose of such any shares of capital stock, which would have otherwise been sold by such Holder, an amount in cash equal issued pursuant to the fair value (as determined in good faith by exercise of this option, without the prior written consent of the Company and the Board of Directors, including the Preferred Directors) of the securities which Holder would otherwise receive as of the date of the issuance of such securities in exchange for such shares of capital stock. For the avoidance of doubt, this Section 5.4 shall not limit in any manner the ability of the Company to enter into an agreement with respect to, or consummate, a Sale Transaction on terms that do not satisfy the conditions set forth in this Section 5.4; provided, however, in the event of any such Sale Transaction, the Holders shall have no obligation pursuant to this Section 5 to take any action with respect to such Sale Transactionunderwriters.

Conditions and Limitations. The Headwaters' obligations of each Holder under this Section 5 are 5.1(a) shall be subject to the following conditions and limitations: (ai) any representations and warranties to be made by such Holder in connection with the Approved Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, free of liens, claims and encumbrances; (b) the Holder Headwaters shall not be liable for required to file more than one Registration Statement pursuant to this Agreement. (ii) Headwaters shall have received the inaccuracy information and documents specified in Section 5.1(c) and each Transferor shall have observed or performed its other covenants and conditions contained in such section and, as a condition to registration of its Headwaters Shares, each Transferor shall agree in the Letter of Transmittal to perform the covenants and conditions applicable to him or her contained in such Section 5.1(c); provided that the failure of a Transferor to have observed and performed such other covenants and conditions shall not excuse Headwaters' obligations hereunder with respect to Transferors who have so observed and performed such covenants and conditions. (iii) Each Transferor agrees that, upon receipt of any representation notice from Headwaters of the happening of any event of the kind described in Section 5.1(a)(iv), such Transferor will forthwith discontinue disposition of Headwaters Shares until such Transferor's receipt of the copies of the supplemented or warranty made amended prospectus contemplated by any other Person in connection with the Approved SaleSection 5.1(a)(iv) hereof, and, if so directed by Headwaters, such Transferor will deliver to Headwaters (at Headwaters' expense) all copies, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representationspermanent file copies then in such Transferor's possession, warranties and covenants of the Company as well as breach by any stockholder prospectus covering such Headwaters Shares at the time of any of identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, receipt of such Holder in the Approved Sale and for the inaccuracy of any representations and warranties made by the Company or its Holders in connection with such Approved Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and subject to the provisions of the Certificate related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration actually paid to such Holder in connection with such Approved Sale;notice. (d) liability shall be limited to such Holder’s applicable share (determined based on the respective proceeds payable to each Holder in connection with such Approved Sale in accordance with the provisions of the Certificate) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Approved Sale, except with respect to claims related to fraud by such Holder, the liability for which need not be limited as to such Holder; and (e) upon the consummation of the Approved Sale, (i) each holder of each class or series of the Company’s capital stock will either receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock or, if any holders of any class or series of capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Approved Sale, all holders of such class or series of capital stock will be given the same option; provided, however, that nothing in this Section 5.4(e)(i) shall entitle any Holder to receive any form of consideration that such Holder would be ineligible to receive as a result of such Holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s stockholders, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unlessEach Transferor agrees that, with respect upon receipt of any notice from Headwaters stating that Headwaters has determined to effect a registered underwritten public offering of securities and has taken substantial steps to effect such offering, such Transferor will forthwith discontinue disposition of Headwaters Shares until such Transferor's receipt of notice from Headwaters that such dispositions may be continued, provided that the aggregate number of days (Iwhether or not consecutive) the Series A Preferred Stock, the Requisite Series A Investors, (II) the Series B Preferred Stock, the Requisite Series B Investors, or (III) the Common Stock, the holders of at least a majority during which Headwaters may suspend use of the then issued and outstanding shares of Voting Common Stock, voting together as a separate class, in each case in respect of such series or class, elect to receive a lesser amount by written notice given to the Company at least 10 days prior to the effective date of any such Approved Sale, the aggregate consideration receivable per outstanding share of Series A Preferred Stock, Series B Preferred Stock, or Common Stock, as applicable, shall be allocated among all holders of such respective shares on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Liquidation Event in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Approved Sale; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for shares of capital stock Registration Statement pursuant to this Section 5.4(eshall in no event exceed ninety (90) includes any securities and due receipt thereof by any Holder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Holder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Holder in lieu thereof, against surrender of such shares of capital stock, which would have otherwise been sold by such Holder, an amount in cash equal to the fair value (as determined in good faith by the Company and the Board of Directors, including the Preferred Directors) of the securities which Holder would otherwise receive as of the date of the issuance of such securities in exchange for such shares of capital stock. For the avoidance of doubt, this Section 5.4 shall not limit days in any manner twelve (12) month period, and provided further that the ability officers and directors of the Company Headwaters have agreed to enter into an agreement with respect to, or consummate, a Sale Transaction on terms that do not satisfy the conditions set forth in this Section 5.4; provided, however, in the event of any refrain from sales during such Sale Transaction, the Holders shall have no obligation pursuant to this Section 5 to take any action with respect to such Sale Transactionperiod.

Conditions and Limitations. (a) The obligations Option is granted on the condition that the purchase of each Holder under this Section 5 are Shares hereunder shall be for investment purposes and not with a view to resale or distribution, except that such condition shall be inoperative if the offering of Shares subject to the following conditions Option is registered under the United States Securities Act of 1933, as amended (the “1933 Act”) and limitations: is not subject to any hold period, seasoning period or resale restriction under applicable Canadian securities laws, or if in the opinion of counsel for SiGe such Shares may be resold without registration under the 1933 Act or qualification under applicable Canadian securities laws. At the time of the exercise of the Option or any installment thereof, the Participant will execute an Exercise Form and Restriction Agreement substantially in the form attached as Exhibit 1 (athe “Restriction Agreement”) any representations and warranties such further agreements as SiGe may require to implement the foregoing condition and to acknowledge the Participant’s familiarity with restrictions on the resale of the Shares under applicable U.S. and Canadian securities laws, and SiGe may stamp such legend on the certificate representing the Shares as may be made by such Holder necessary or appropriate in connection with light of the Approved Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, free of liens, claims and encumbrances;foregoing condition. (b) SiGe will furnish upon request of the Holder shall not Participant copies of the certificate of incorporation of SiGe, as amended (the “Certificate of Incorporation”), and by-laws of SiGe, as amended (the “By-laws”), such publicly available financial and other information concerning SiGe and its business and prospects as may be liable for reasonably requested by the inaccuracy of any representation or warranty made by any other Person Participant in connection with the Approved Sale, exercise of this Option (and such other than the Company (except to the extent that funds financial and other information concerning SiGe as may be paid out of an escrow established required to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholdersbe delivered to Optionees from time to time pursuant to applicable laws);. (c) The Option shall not be transferable otherwise than by will or by the liability for indemnificationlaws of descent and distribution, and except as provided in Section 4, the Option shall be exercisable during the lifetime of the Participant by the Participant only. Notwithstanding the foregoing, however, if anythe Participant is determined to be mentally incompetent and a guardian or conservator (or other similar person) is appointed by a court of competent jurisdiction to manage the Participant’s affairs, of such Holder in the Approved Sale and for guardian or conservator (or other similar person) may exercise the inaccuracy of any representations and warranties made by the Company or its Holders in connection with such Approved Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants Option on behalf of the Company as well as breach by any stockholder of any of identical representationsParticipant, warranties and covenants provided by all stockholders), and subject to that such exercise is made within the provisions of the Certificate related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration actually paid to such Holder in connection with such Approved Sale;time limits prescribed herein. (d) liability The Option granted in this Agreement is subject to the terms, conditions and definitions of the Plan. To the extent that the terms, conditions and definitions of this Agreement are inconsistent with those of the Plan, those of this Agreement shall be limited govern. Capitalized terms not otherwise defined herein (including the recitals hereto) shall have the meanings defined in the Plan. The Participant hereby accepts this Option subject to all such Holder’s applicable share (determined based on the respective proceeds payable to each Holder in connection with such Approved Sale in accordance with the provisions of the Certificate) Plan and agrees that all decisions under, and interpretations of, such provisions of a negotiated aggregate indemnification amount that applies equally to all Holders but that the Plan by the Board, as defined in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Approved SalePlan, except with respect to claims related to fraud by such Holdershall be final, binding and conclusive upon the liability for which need not be limited as to such Holder; andParticipant and the Participant’s heirs. (e) In the event that SiGe, upon the consummation advice of counsel, deems it necessary to list upon official notice of issuance any shares to be issued pursuant to the Plan on a national securities exchange or market system in the United States, Canada or any foreign jurisdiction, or to register under the 1933 Act or other applicable federal or state statute any shares to be issued pursuant to the Plan, or to qualify any such shares for exemption from the registration requirements of the Approved Sale, (i) each holder of each class or series 1933 Act under the rules and regulations of the Company’s capital stock will either receive the same form of consideration Securities and Exchange Commission or for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock or, if any holders of any class or series of capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Approved Sale, all holders of such class or series of capital stock will be given the same option; provided, however, that nothing in this Section 5.4(e)(i) shall entitle any Holder to receive any form of consideration that such Holder would be ineligible to receive as a result of such Holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s stockholders, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless, with respect to (I) the Series A Preferred Stock, the Requisite Series A Investors, (II) the Series B Preferred Stock, the Requisite Series B Investorssimilar exemption under state law, or (III) the Common Stock, the holders of at least a majority of the then issued and outstanding shares of Voting Common Stock, voting together as a separate class, in each case in respect of such series or class, elect to receive a lesser amount by written notice given to the Company at least 10 days prior to the effective date of qualify any such Approved Saleshares by filing a prospectus under applicable Canadian securities laws, then SiGe shall notify the aggregate consideration receivable per outstanding share of Series A Preferred StockParticipant to that effect and no Shares shall be issued until such registration, Series B Preferred Stocklisting, exemption, or Common Stockqualification has been obtained or completed. SiGe shall make prompt application for any such registration, as applicablelisting, shall be allocated among all holders of such respective shares on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Liquidation Event in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Approved Sale; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for shares of capital stock exemption or qualification pursuant to this Section 5.4(e) includes any securities and due receipt thereof by any Holder would require under applicable law (x) the registration or qualification rules of such securities exchange which it deems necessary and shall make reasonable efforts to cause such registration, listing, exemption or of any person as a broker or dealer or agent with respect qualification to such securities or (y) the provision to any Holder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Holder in lieu thereof, against surrender of such shares of capital stock, which would have otherwise been sold by such Holder, an amount in cash equal to the fair value (as determined in good faith by the Company become and the Board of Directors, including the Preferred Directors) of the securities which Holder would otherwise receive as of the date of the issuance of such securities in exchange for such shares of capital stock. For the avoidance of doubt, this Section 5.4 shall not limit in any manner the ability of the Company to enter into an agreement with respect to, or consummate, a Sale Transaction on terms that do not satisfy the conditions set forth in this Section 5.4; provided, however, in the event of any such Sale Transaction, the Holders shall have no obligation pursuant to this Section 5 to take any action with respect to such Sale Transactionremain effective.

Conditions and Limitations. (a) The obligations Option is granted on the condition that the purchase of each Holder under this Section 5 are shares hereunder shall be for investment purposes and not with a view to resale or distribution, except that such condition shall be inoperative if the offering of Shares subject to the following conditions Option is registered under the Securities Act of 1933, as amended, or if in the opinion of counsel for the Company such Shares may be resold without registration. At the time of the exercise of the Option or any installment thereof, the Participant will execute an Incentive Stock Option Exercise Form in the form attached as EXHIBIT 2 and limitations: (a) any representations such further agreements as the Company may require to implement the foregoing condition and warranties to be made by such Holder in connection acknowledge the Participant's familiarity with restrictions on the Approved Sale are limited to representations and warranties related to authorityresale of the Shares under applicable securities laws, ownership and the ability to convey title to Company may stamp such Shares, free legend on the certificate representing the Shares as may be necessary or appropriate in light of liens, claims and encumbrances;the foregoing condition. (b) The Company will furnish upon request of the Holder shall not Participant copies of the Certificate of Incorporation of the Company, as amended (the "Certificate of Incorporation"), and bylaws of the Company, as amended (the "Bylaws"), such publicly available financial and other information concerning the Company and its business and prospects as may be liable for reasonably requested by the inaccuracy of any representation or warranty made by any other Person Participant in connection with the Approved Sale, exercise of this Option (and such other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties financial and covenants of other information concerning the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholdersmay be required to be delivered to Optionees from time to time pursuant to applicable laws);. (c) The Option shall not be transferable otherwise than by will or by the liability for indemnificationlaws of descent and distribution, and except as provided in Section 4 the Option shall be exercisable during the lifetime of the Participant by the Participant only. Notwithstanding the foregoing, however, if anythe Participant is determined to be mentally incompetent and a guardian or conservator (or other similar person) is appointed by a court of competent jurisdiction to manage the Participant's affairs, of such Holder in the Approved Sale and for guardian or conservator (or other similar person) may exercise the inaccuracy of any representations and warranties made by the Company or its Holders in connection with such Approved Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants Option on behalf of the Company as well as breach by any stockholder of any of identical representationsParticipant, warranties and covenants provided by all stockholders), and subject to that such exercise is made within the provisions of the Certificate related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration actually paid to such Holder in connection with such Approved Sale;time limits prescribed herein. (d) liability The Option granted in this Agreement is subject to the terms, conditions and definitions of the Plan. To the extent that the terms, conditions and definitions of this Agreement are inconsistent with those of the Plan, those of this Agreement shall be limited govern. Capitalized terms not otherwise defined herein shall have the meanings defined in the Plan. The Participant hereby accepts this Option subject to all such Holder’s applicable share (determined based on the respective proceeds payable to each Holder in connection with such Approved Sale in accordance with the provisions of the Certificate) Plan and agrees that all decisions under, and interpretations of, such provisions of a negotiated aggregate indemnification amount that applies equally to all Holders but that the Plan by the Board, as defined in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Approved SalePlan, except with respect to claims related to fraud by such Holdershall be final, binding and conclusive upon the liability for which need not be limited as to such Holder; andParticipant and the Participant's heirs and transferees. (e) In the event that the Company, upon the consummation advice of counsel, deems it necessary to list upon official notice of issuance any shares to be issued pursuant to the Plan on a national securities exchange or market system or to register under the Securities Act of 1933 or other applicable federal or state statute any shares to be issued pursuant to the Plan, or to qualify any such shares for exemption from the registration requirements of the Approved Sale, (i) each holder Securities Act of each class or series 1933 under the rules and regulations of the Company’s capital stock will either receive the same form of consideration Securities and Exchange Commission or for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock orsimilar exemption under state law, if any holders of any class or series of capital stock of then the Company are given an option as shall notify the Participant to the form that effect and amount of consideration to no Shares shall be received as a result of the Approved Saleissued until such registration, all holders of such class listing or series of capital stock will be given the same option; provided, however, that nothing in this Section 5.4(e)(i) exemption has been obtained. The Company shall entitle any Holder to receive any form of consideration that such Holder would be ineligible to receive as a result of such Holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s stockholders, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless, with respect to (I) the Series A Preferred Stock, the Requisite Series A Investors, (II) the Series B Preferred Stock, the Requisite Series B Investors, or (III) the Common Stock, the holders of at least a majority of the then issued and outstanding shares of Voting Common Stock, voting together as a separate class, in each case in respect of such series or class, elect to receive a lesser amount by written notice given to the Company at least 10 days prior to the effective date of make prompt application for any such Approved Saleregistration, the aggregate consideration receivable per outstanding share of Series A Preferred Stock, Series B Preferred Stock, listing or Common Stock, as applicable, shall be allocated among all holders of such respective shares on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Liquidation Event in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Approved Sale; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for shares of capital stock exemption pursuant to this Section 5.4(e) includes any securities and due receipt thereof by any Holder would require under applicable federal or state law (x) the registration or qualification rules of such securities or of any person as a broker or dealer or agent with respect exchange which it deems necessary and shall make reasonable efforts to cause such securities or (y) the provision to any Holder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Actregistration, the Company may cause to be paid to any such Holder in lieu thereof, against surrender of such shares of capital stock, which would have otherwise been sold by such Holder, an amount in cash equal to the fair value (as determined in good faith by the Company and the Board of Directors, including the Preferred Directors) of the securities which Holder would otherwise receive as of the date of the issuance of such securities in exchange for such shares of capital stock. For the avoidance of doubt, this Section 5.4 shall not limit in any manner the ability of the Company to enter into an agreement with respect tolisting, or consummate, a Sale Transaction on terms that do not satisfy the conditions set forth in this Section 5.4; provided, however, in the event of any such Sale Transaction, the Holders shall have no obligation pursuant exemption to this Section 5 to take any action with respect to such Sale Transactionbecome and remain effective.

Conditions and Limitations. The obligations As a condition precedent to any exercise of each this Option, the Holder under (or if any other individual or individuals are exercising this Section 5 are subject Option, such individual or individuals) shall deliver to the Company an investment letter in form and substance satisfactory to the Company and its counsel which shall contain, among other things, a statement in writing to the following conditions effects (to the extent then applicable): (i) that the Option is then being exercised for the account of the Holder and limitations: (a) any representations only with a view to investment in, and warranties to be made by such Holder not for, in connection with or with a view to the Approved Sale are limited disposition of, the shares with respect to representations which the Option is then being exercised; (ii) that the Holder acknowledges that the rights of first refusal and warranties related to authority, ownership and the ability to convey title repurchase set forth in Section 9 hereof apply to such Shares, free of liens, claims and encumbrances; shares; (biii) that the Holder shall has been advised that Rule 144 of the Securities and Exchange Commission (the “Commission”), which permits the resale, subject to various terms and conditions, of small amounts of “restricted securities” (as therein defined) after they have been held for one year, does not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Approved Sale, other than now apply to the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of because the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of such Holder in the Approved Sale and for the inaccuracy of any representations and warranties made by the Company or its Holders in connection with such Approved Sale, is several and not joint with any other Person (except now required to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and subject to the provisions of the Certificate related to the allocation of the escrow, is pro rata in proportion tofile, and does not exceedfile, current reports under the amount of consideration actually paid Exchange Act, nor is there publicly available information concerning the Company substantially equivalent to that which would be available if the Company were required to file such reports; (iv) that the Holder in connection with such Approved Sale; understands that there is no assurance that the Company will ever become a reporting company under the Exchange Act and that the Company has no obligation to the Holder to do so; (dv) liability shall be limited to such that the Holder and Holder’s applicable share (determined based on representatives have fully investigated the respective proceeds payable to each Holder in connection with such Approved Sale in accordance with Company and the provisions of the Certificate) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Approved Sale, except with respect to claims related to fraud by such Holder, the liability for which need not be limited as to such Holder; and (e) upon the consummation of the Approved Sale, (i) each holder of each class or series business and financial conditions concerning it and have knowledge of the Company’s capital stock will either receive then current corporate activities and financial condition; and (vi) that the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock or, if any holders of any class or series of capital stock of Holder believes that the Company are given an option as to the form nature and amount of consideration the shares being purchased are consistent with Holder’s investment objectives, abilities and resources. The restrictions imposed by this Section and any investment representation made pursuant to this Section shall be received as a result inoperative upon the registration with the Commission of the Approved Sale, all holders stock subject to this Option or acquired through the exercise of such class or series this Option. The Holder also agrees for a period of capital stock will be given the same option; provided, however, that nothing in this Section 5.4(e)(i) shall entitle any Holder up to receive any form of consideration that such Holder would be ineligible to receive as a result of such Holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s stockholders, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless, with respect to (I) the Series A Preferred Stock, the Requisite Series A Investors, (II) the Series B Preferred Stock, the Requisite Series B Investors, or (III) the Common Stock, the holders of at least a majority of the then issued and outstanding shares of Voting Common Stock, voting together as a separate class, in each case in respect of such series or class, elect to receive a lesser amount by written notice given to the Company at least 10 180 days prior to from the effective date of any such Approved Sale, registration of securities of the aggregate consideration receivable per outstanding share Company under the Securities Act of Series A Preferred Stock, Series B Preferred Stock, or Common Stock1933, as applicableamended (the “Securities Act”), shall be allocated among all holders of such respective shares on the basis upon request of the relative liquidation preferences to which Company or the holders underwriters managing any underwritten offering of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Liquidation Event in accordance with the Company’s Certificate securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of Incorporation in effect immediately prior any shares issued pursuant to the Approved Sale; providedexercise of this Option, however, that, notwithstanding without the foregoing, if the consideration to be paid in exchange for shares prior written consent of capital stock pursuant to this Section 5.4(e) includes any securities and due receipt thereof by any Holder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Holder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Holder in lieu thereof, against surrender of such shares of capital stock, which would have otherwise been sold by such Holder, an amount in cash equal to the fair value (as determined in good faith by the Company and the Board of Directors, including the Preferred Directors) of the securities which Holder would otherwise receive as of the date of the issuance of such securities in exchange for such shares of capital stock. For the avoidance of doubt, this Section 5.4 shall not limit in any manner the ability of the Company to enter into an agreement with respect to, or consummate, a Sale Transaction on terms that do not satisfy the conditions set forth in this Section 5.4; provided, however, in the event of any such Sale Transaction, the Holders shall have no obligation pursuant to this Section 5 to take any action with respect to such Sale Transactionunderwriters.

Conditions and Limitations. (a) The obligations Option is granted on the condition that the purchase of each Holder under this Section 5 are Shares hereunder shall be for investment purposes and not with a view to resale or distribution, except that such condition shall be inoperative if the offering of Shares subject to the following conditions Option is registered under the United States Securities Act of 1933, as amended (the “1933 Act”) and limitations: is not subject to any hold period, seasoning period or resale restriction under applicable Canadian securities laws, or if in the opinion of counsel for the Company such Shares may be resold without registration under the 1933 Act or qualification under applicable Canadian securities laws. At the time of the exercise of the Option or any installment thereof, the Participant will execute an Exercise Form and Restriction Agreement in substantially the form attached as Exhibit 1 (athe “Restriction Agreement”) any representations and warranties such further agreements as the Company may require to be made by such Holder in connection implement the foregoing condition and to acknowledge the Participant’s familiarity with restrictions on the Approved Sale are limited to representations resale of the Shares under applicable U.S. and warranties related to authorityCanadian securities laws, ownership and the ability to convey title to Company may stamp such Shares, free legend on the certificate representing the Shares as may be necessary or appropriate in light of liens, claims and encumbrances;the foregoing condition. (b) The Company will furnish upon request of the Holder shall not Participant copies of the certificate of incorporation of the Company, as amended (the “Certificate of Incorporation”), and By-laws of the Company, as amended (the “By-laws”), such publicly available financial and other information concerning the Company and its business and prospects as may be liable for reasonably requested by the inaccuracy of any representation or warranty made by any other Person Participant in connection with the Approved Sale, exercise of this Option (and such other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties financial and covenants of other information concerning the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholdersmay be required to be delivered to Optionees from time to time pursuant to applicable laws);. (c) Except with the liability for indemnificationprior written consent of the Board, the Option shall not be transferable otherwise than by will or by the laws of descent and distribution, and except as provided in Section 4 the Option shall be exercisable during the lifetime of the Participant by the Participant only. Notwithstanding the foregoing, however, if anythe Participant is determined to be mentally incompetent and a guardian or conservator (or other similar person) is appointed by a court of competent jurisdiction to manage the Participant’s affairs, of such Holder in the Approved Sale and for guardian or conservator (or other similar person) may exercise the inaccuracy of any representations and warranties made by the Company or its Holders in connection with such Approved Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants Option on behalf of the Company as well as breach by any stockholder of any of identical representationsParticipant, warranties and covenants provided by all stockholders), and subject to that such exercise is made within the provisions of the Certificate related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration actually paid to such Holder in connection with such Approved Sale;time limits prescribed herein. (d) liability The Option granted in this Agreement is subject to the terms, conditions and definitions of the Plan. To the extent that the terms, conditions and definitions of this Agreement are inconsistent with those of the Plan, those of this Agreement shall be limited govern. Capitalized terms not otherwise defined herein (including the recitals hereto) shall have the meanings defined in the Plan. The Participant hereby accepts this Option subject to all such Holder’s applicable share (determined based on the respective proceeds payable to each Holder in connection with such Approved Sale in accordance with the provisions of the Certificate) Plan and agrees that all decisions under, and interpretations of, such provisions of a negotiated aggregate indemnification amount that applies equally to all Holders but that the Plan by the Board, as defined in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Approved SalePlan, except with respect to claims related to fraud by such Holdershall be final, binding and conclusive upon the liability for which need not be limited as to such Holder; andParticipant and the Participant’s heirs. (e) In the event that the Company, upon the consummation advice of counsel, deems it necessary to list upon official notice of issuance any shares to be issued pursuant to the Plan on a national securities exchange or market system in the United States, Canada or any foreign jurisdiction, or to register under the 1933 Act or other applicable federal or state statute any shares to be issued pursuant to the Plan, or to qualify any such shares for exemption from the registration requirements of the Approved Sale, (i) each holder of each class or series 1933 Act under the rules and regulations of the Company’s capital stock will either receive the same form of consideration Securities and Exchange Commission or for their similar exemption under state law, or to qualify any such shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock orfiling a prospectus under applicable Canadian securities laws, if any holders of any class or series of capital stock of then the Company are given an option as shall notify the Participant to the form that effect and amount of consideration to no Shares shall be received as a result of the Approved Saleissued until such registration, all holders of such class or series of capital stock will be given the same option; providedlisting, however, that nothing in this Section 5.4(e)(i) shall entitle any Holder to receive any form of consideration that such Holder would be ineligible to receive as a result of such Holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s stockholders, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless, with respect to (I) the Series A Preferred Stock, the Requisite Series A Investors, (II) the Series B Preferred Stock, the Requisite Series B Investorsexemption, or (III) the Common Stock, the holders of at least a majority of the then issued and outstanding shares of Voting Common Stock, voting together as a separate class, in each case in respect of such series qualification has been obtained or class, elect to receive a lesser amount by written notice given to the completed. The Company at least 10 days prior to the effective date of shall make prompt application for any such Approved Saleregistration, the aggregate consideration receivable per outstanding share of Series A Preferred Stocklisting, Series B Preferred Stock, exemption or Common Stock, as applicable, shall be allocated among all holders of such respective shares on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Liquidation Event in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Approved Sale; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for shares of capital stock qualification pursuant to this Section 5.4(e) includes any securities and due receipt thereof by any Holder would require under applicable law (x) the registration or qualification rules of such securities exchange which it deems necessary and shall make reasonable efforts to cause such registration, listing, exemption or of any person as a broker or dealer or agent with respect qualification to such securities or (y) the provision to any Holder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Holder in lieu thereof, against surrender of such shares of capital stock, which would have otherwise been sold by such Holder, an amount in cash equal to the fair value (as determined in good faith by the Company become and the Board of Directors, including the Preferred Directors) of the securities which Holder would otherwise receive as of the date of the issuance of such securities in exchange for such shares of capital stock. For the avoidance of doubt, this Section 5.4 shall not limit in any manner the ability of the Company to enter into an agreement with respect to, or consummate, a Sale Transaction on terms that do not satisfy the conditions set forth in this Section 5.4; provided, however, in the event of any such Sale Transaction, the Holders shall have no obligation pursuant to this Section 5 to take any action with respect to such Sale Transactionremain effective.