Common use of Merger or Change in Control Clause in Contracts

Merger or Change in Control. In the event of a merger of the Company with or into another corporation, or a Change in Control, the Option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation in a merger or Change in Control refuses to assume or substitute for the Option, then the Board may determine that the Optionee shall fully vest in and have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If the Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or Change in Control, the Company shall notify the Optionee in writing or electronically that the Option shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and the Option shall terminate upon expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following the merger or Change in Control, the option or right confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Company may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of common stock in the merger or Change in Control.

Merger or Change in Control. In the event of a merger of the Company with or into another corporation, or a Change in Control, the Option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation in a merger or Change in Control refuses to assume or substitute for the Option, then the Board may determine that the Optionee shall fully vest in and have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If the Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or Change in Control, the Company Board shall notify the Optionee in writing or electronically that the Option shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and the Option shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following the merger or Change in Control, the option or right confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Company Board may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of common stock Common Stock in the merger or Change in Control.

Merger or Change in Control. In the event of a merger of the Company with or into another corporation, or a Change in Control, the Option each outstanding Option, Restricted Stock Unit and Stock Purchase Right shall be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation in a merger or Change in Control refuses to assume or substitute for the Option, then the Board may determine that Restricted Stock Unit or Stock Purchase Right, the Optionee shall fully vest in and have the right to exercise the Option or Stock Purchase Right and to have Shares issued pursuant to the Restricted Stock Unit, in each case, as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If the an Option or Stock Purchase Right becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or Change in Control, the Company Administrator shall notify the Optionee in writing or electronically that the Option or Stock Purchase Right shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the Option or Stock Purchase Right shall terminate upon the expiration of such period. If a Restricted Stock Unit becomes fully vested in lieu of assumption or substitution in the event of a merger or Change in Control, the Share subject to such Restricted Stock Unit shall be issued no later than immediately prior to the consummation of such merger or Change in Control. For the purposes of this paragraphsubsection (c), the Option Option, Restricted Stock Unit or Stock Purchase Right shall be considered assumed if, following the merger or Change in Control, the option option, unit or right confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option Option, Restricted Stock Unit or Stock Purchase Right immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Company Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the OptionOption or Stock Purchase Right and upon the maturity of the Restricted Stock Unit, for each Share of Optioned Stock subject to the Option, Restricted Stock Unit or Stock Purchase Right, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of common stock Common Stock in the merger or Change in Control.

Merger or Change in Control. In the event of a merger of the Company with or into another corporation, or a Change in Control, the Option shall will be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation in a merger (or Change in Control its Parent or Subsidiary) refuses to assume or substitute for the Option, then the Board may determine that the Optionee shall will fully vest in and have the right to exercise the Option as to all of the Optioned StockShares subject to the Option, including Shares as to which it would not otherwise be vested or exercisable. If To the Option becomes fully vested and exercisable in lieu extent the successor corporation (or its Parent or Subsidiary) refuses to assume of assumption or substitution in the event of a merger or Change in Controlsubstitute for this Option, the Company shall Board will notify the Optionee in writing or electronically that the Option shall will be fully exercisable for a period of fifteen (15) days from time determined by the date of such notice, Board and the Option shall will terminate upon the expiration of such period. For the purposes of this paragraph, the Option shall will be considered assumed if, following the merger or Change in Control, the option or right confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Company Board may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of common stock Common Stock in the merger or Change in Control.

Merger or Change in Control. In the event of a merger of the Company with or into another corporation, or a Change in Control, the this Option shall may be assumed or an equivalent option may be substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation in a merger or Change in Control refuses to assume or substitute for the this Option, then in the Board may determine that sole discretion of the Board, (i) the Optionee shall fully vest in and have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable, and/or (ii) the Optionee will become entitled to receive an amount of cash equal to the quotient of (A) aggregate Fair Market Value of the unexercised Optioned Stock on the date of the merger or Change in Control (whether or not vested) less the aggregate Exercise Price per Share of the unexercised Optioned Stock on the date thereof, divided by (B) the per share Fair Market Value of a Share on the date of the merger or Change in Control. If the Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or Change in Control, the Company Board shall notify the Optionee in writing or electronically that the Option shall be fully exercisable for a period of fifteen (15) days from time determined by the date of such noticeBoard, and the Option shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following the merger or Change in Control, the option or right Option confers the right to purchase or receive, for each Share of Optioned Stock subject to the this Option immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Company Board may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of common stock Stock in the merger or Change in Control.

Merger or Change in Control. In the event of a merger of the Company with or into another corporation, or a Change in Control, the this Option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation in a merger or Change in Control refuses to assume or substitute for the Option, then the Board may determine that the Optionee shall fully vest in and have the right to exercise the this Option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If the this Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or Change in Control, the Company Administrator shall notify the Optionee in writing or electronically that the this Option shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and the this Option shall terminate upon expiration of such period. For the purposes of this paragraph, the this Option shall be considered assumed if, following the merger or Change in Control, the option or right confers the right to purchase or receive, for each Share of Optioned Stock subject to the this Option immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Company Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the this Option, for each Share of Optioned Stock subject to the this Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of common stock in the merger or Change in Control.

Merger or Change in Control. In the event of a merger of the Company with or into another corporation, or a Change in Control, the this Option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation in a merger or Change in Control refuses to assume or substitute for the this Option, then the Board may determine that the Optionee shall fully vest in and have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If the Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or Change in Control, the Company Board shall notify the Optionee in writing or electronically that the Option shall be fully exercisable for a period of fifteen (15) days from time determined by the date of such noticeBoard, and the Option shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following the merger or Change in Control, the option or right Option confers the right to purchase or receive, for each Share of Optioned Stock subject to the this Option immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Company Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of common stock Stock in the merger or Change in Control.

Merger or Change in Control. In the event of a merger of the Company with or into another corporation, or a Change in Control, the each outstanding Option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation in a merger or Change in Control refuses to assume or substitute for the Option, then the Board may determine that the Optionee shall fully vest in and have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If the an Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or Change in Controlsale of assets, the Company Administrator shall notify the Optionee in writing or electronically that the Option shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the Option shall terminate upon the expiration of such period. For the purposes of this paragraphsubsection (c), the Option shall be considered assumed if, following the merger or Change in Control, the option or right confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Company Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of common stock Common Stock in the merger or Change in Control.

Merger or Change in Control. In the event of a merger of the Company with or into another corporation, or a Change in Control, the this Option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation in a merger or Change in Control refuses to assume or substitute for the OptionOption or Stock Purchase Right, then the Board may determine that the Optionee shall fully vest in and have the right to exercise the Option or Stock Purchase Right as to all of the Optioned Stock, including Shares as Stock prior to which it would not otherwise be vested or exercisable. If the Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or Change in Control, the Company shall notify the Optionee in writing or electronically that the Option shall be fully exercisable for a period of fifteen (15) days from the date consummation of such notice, and the Option shall terminate upon expiration of such periodtransaction. For the purposes of this paragraph, the Option shall be considered assumed if, following the merger or Change in Control, the option or right confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Company Board may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of common stock in the merger or Change in Control.. Optionee has reviewed this Option in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. OPTIONEE NETWORK CN INC. Signature By: Print Name Title: Residence Address EXHIBIT A EXERCISE NOTICE NETWORK CN INC. Address:______________ Attention: _____________

Merger or Change in Control. In the event of a merger of the Company with or into another corporation, or a Change in Control, the Option this Warrant shall be assumed or an equivalent option warrant substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation in a merger or Change in Control refuses to assume or substitute for the OptionWarrant or Stock Purchase Right, then the Board may determine that the Optionee Warrant Holder shall fully vest in and have the right to exercise the Option Warrant or Stock Purchase Right as to all of the Optioned Stock, including Shares as optioned Stock prior to which it would not otherwise be vested or exercisable. If the Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or Change in Control, the Company shall notify the Optionee in writing or electronically that the Option shall be fully exercisable for a period of fifteen (15) days from the date consummation of such notice, and the Option shall terminate upon expiration of such periodtransaction. For the purposes of this paragraph, the Option Warrant shall be considered assumed if, following the merger or Change in Control, the option warrant or right confers the right to purchase or receive, for each Share of Optioned optioned Stock subject to the Option Warrant immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Company Board may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the OptionWarrant, for each Share of Optioned optioned Stock subject to the OptionWarrant, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of common stock in the merger or Change in Control.. Warrant Holder has reviewed this Warrant in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Warrant and fully understands all provisions of the Warrant. Warrant Holder further agrees to notify the Company upon any change in the residence address indicated below. WARRANT HOLDER CHINA NORTH EAST PETROLEUM, INC. /s/Xxxx Xxxxx /s/ Xxxx Xxxxxxx Signature By Xxxx Xxxxx Chairman of the Board and President Print Name Title Residence Address

Merger or Change in Control. In the event of a merger of the Company with or into another corporation, corporation or other entity or a Change in Control, the Option shall Optioned Shares granted under this Agreement will be assumed treated as the Company determines (subject to the provisions of Section 3 above and the following paragraph) without the Optionee’s consent, including, without limitation (i) that the Optioned Shares will be assumed, or a substantially equivalent award will be substituted, by the acquiring or succeeding corporation (or an equivalent option substituted by affiliate thereof) with appropriate adjustments as to the successor corporation or a Parent or Subsidiary number and kind of the successor corporation. In the event shares and prices (and subject to Section 3 above); (ii) that the successor corporation in a merger or Change in Control refuses Optioned Shares will vest and the restrictions applicable to assume or substitute for the Option, then the Board may determine that the Optionee shall fully vest in and have the right to exercise the Option as to all of the Optioned StockShares will lapse, including Shares as in whole or in part, prior to which it would not otherwise be vested or exercisable. If the Option becomes fully vested and exercisable in lieu consummation of assumption or substitution in the event of a such merger or Change in Control; (iii) the termination of this Agreement in exchange for an amount of cash and/or property, if any, equal to the Company shall notify amount that would have been attained upon the Optionee in writing or electronically that realization of the Option shall be fully exercisable for a period Optionee’s rights as of fifteen (15) days from the date of such noticethe occurrence of the transaction (and, and for the Option shall terminate avoidance of doubt, if as of the date of the occurrence of the transaction the Company determines in good faith that no amount would have been attained upon expiration the realization of such periodthe Optionee’s rights, then this Agreement may be terminated by the Company without payment); or (iv) any combination of the foregoing. For the avoidance of doubt, whether or not the successor corporation assumes or substitutes for the Optioned Shares (or portion thereof), the Optionee will fully vest in and all restrictions on the Optioned Shares will lapse on the occurrence of a Change in Control. For purposes of this paragraphSection 10.b, the Option shall Optioned Shares will be considered assumed if, following the merger or Change in Control, the option or right confers they confer the right to purchase or receive, for each Share share of Optioned Common Stock subject to the Option this Agreement immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of the Company’s Common Stock for each Share share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Sharesshares of Common Stock); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Company may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of common stock in the merger or Change in Control.

Merger or Change in Control. In the event of a merger of the Company with or into another corporation, or a Change in Control, the Option this Warrant shall be assumed or an equivalent option warrant substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation in a merger or Change in Control refuses to assume or substitute for the OptionWarrant or Stuck Purchase Right, then the Board may determine that the Optionee Warrant Holder shall fully vest in and have the right to exercise the Option Warrant or Stock Purchase Right as to all of the Optioned Stock, including Shares as optioned Stock prior to which it would not otherwise be vested or exercisable. If the Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or Change in Control, the Company shall notify the Optionee in writing or electronically that the Option shall be fully exercisable for a period of fifteen (15) days from the date consummation of such notice, and the Option shall terminate upon expiration of such periodtransaction. For the purposes of this paragraph, the Option Warrant shall be considered assumed if, following the merger or Change in Control, the option warrant or right confers the right to purchase or receive, for each Share of Optioned optioned Stock subject to the Option Warrant immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Company Board may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the OptionWarrant, for each Share of Optioned optioned Stock subject to the OptionWarrant, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of common stock in the merger or Change in Control.. Warrant Holder has reviewed this Warrant in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Warrant and fully understands all provisions of the Warrant. Warrant Holder further agrees to notify the Company upon any change in the residence address indicated below. WARRANT HOLDER: CHINA NORTH EAST PETROLEUM HOLDINGS LIMITED Signature [ILLEGIBLE SIGNATURE] By: /s/ Wang Hong Jun Name: Wang Hong Jun Print Name Title: Chairman and President Residence Address Attention: _______________

Merger or Change in Control. In the event of a merger of the Company with or into another corporation, or a Change in Control, the this Option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation in a merger or Change in Control refuses to assume or substitute for the OptionOption or Stock Purchase Right, then the Board may determine that the Optionee shall fully vest in and have the right to exercise the Option or Stock Purchase Right as to all of the Optioned Stock, including Shares as Stock prior to which it would not otherwise be vested or exercisable. If the Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or Change in Control, the Company shall notify the Optionee in writing or electronically that the Option shall be fully exercisable for a period of fifteen (15) days from the date consummation of such notice, and the Option shall terminate upon expiration of such periodtransaction. For the purposes of this paragraph, the Option shall be considered assumed if, following the merger or Change in Control, the option or right confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Company Board may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of common stock in the merger or Change in Control.Cont rol. Optionee has reviewed this Option in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. OPTIONEE NETWORK CN INC. Signature By Print Name Title Residence Address EXHIBIT A EXERCISE NOTICE NETWORK CN INC. Address:______________ Attention: _____________

Merger or Change in Control. In the event of a merger of the Company with or into another corporation, or a Change in Controlthe sale of substantially all of the assets of the Company, the Option shall be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation in a merger or Change in Control refuses to assume or substitute for the Option, then the Board may determine that the Optionee shall fully vest in and have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If the Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or Change in Controlsale of assets, the Company Administrator shall notify the Optionee in writing or electronically that the Option shall be fully vested and exercisable for a period of fifteen thirty (1530) days from the date of such notice, and the Option shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following the merger or Change in Controlsale of assets, the option or right confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option immediately prior to the merger or Change in Controlsale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control sale of assets is not solely common stock of the successor corporation or its Parent, the Company Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of common stock Common Stock in the merger or Change in Controlsale of assets.

Merger or Change in Control. In the event of a merger of the Company with or into another corporation, or a Change in Control, the this Option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation in a merger or Change in Control refuses to assume or substitute for the OptionOption or Stock Purchase Right, then the Board may determine that the Optionee shall fully vest in and have the right to exercise the Option or Stock Purchase Right as to all of the Optioned Stock, including Shares as Stock prior to which it would not otherwise be vested or exercisable. If the Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or Change in Control, the Company shall notify the Optionee in writing or electronically that the Option shall be fully exercisable for a period of fifteen (15) days from the date consummation of such notice, and the Option shall terminate upon expiration of such periodtransaction. For the purposes of this paragraph, the Option shall be considered assumed if, following the merger or Change in Control, the option or right confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Company Board may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of common stock in the merger or Change in Control.. Optionee has reviewed this Option in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. OPTIONEE NETWORK CN INC. Signature By Print Name Title Residence Address EXHIBIT A EXERCISE NOTICE NETWORK CN INC. Address:______________ Attention: _____________