Common use of Representations and Warranties of Optionee Clause in Contracts

Representations and Warranties of Optionee. In connection with the grant of the Option hereunder, Optionee hereby represents and warrants to the Company as follows: a. The Option is, and any Common Stock Optionee may acquire pursuant to the exercise of the Option (together with the Option, the “Securities”), will be acquired, by Optionee for investment for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control. b. Optionee understands that the Securities will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), on the basis that the sale of the Securities is exempt from registration under the Securities Act under Section 4(2) thereof, and that the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption from such registration requirements, and that in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitely. d. Optionee has the ability to bear the economic risks of Optionee’s investment in the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of loss. e. Optionee acknowledges and agrees that all certificates evidencing the Common Stock issuable hereunder shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Representations and Warranties of Optionee. In connection with the grant of the Option hereunder, (a) Optionee hereby represents and warrants to the Company as follows: a. The that this Option is, and any Common Stock Optionee may acquire pursuant to the exercise of the Option (together with the Option, the “Securities”), will be acquired, is being acquired by Optionee for investment for his own Optionee’s personal account, not as a nominee or agentfor investment purposes only, and not with a view to the sale distribution, resale or distribution of any part other disposition thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law . (b) Optionee acknowledges that the disposition Company may issue Shares upon the exercise of his property shall at all times be within his control. b. Optionee understands that the Securities will not be, registered Option without registering such Shares under the Securities Act of 1933, as amended (the “Securities Act”), on the basis of certain exemptions from such registration requirement. Accordingly, Optionee agrees that his or her exercise of the Option may be expressly conditioned upon his or her delivery to the Company of an investment certificate including such representations and undertakings as the Company may reasonably require in order to assure the availability of such exemptions, including a representation that Optionee is acquiring the Shares for investment and not with a present intention of selling or otherwise disposing thereof and an agreement by Optionee that the sale of certificates evidencing the Securities is exempt from Shares may bear a legend indicating such non-registration under the Securities Act under Section 4(2) thereofand the resulting restrictions on transfer. Optionee acknowledges that, and that because Shares received upon exercise of an Option may be unregistered, Optionee may be required to hold the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities may not be sold, transferred, or otherwise disposed of without registration Shares indefinitely unless they are subsequently registered for resale under the Securities Act or an exemption from such registration requirements, and that in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitelyis available. d. (c) Optionee has hereby acknowledges that, in addition to certain restrictive legends that the ability to bear securities laws of the economic risks of Optionee’s investment state in which Optionee resides may require, each certificate representing the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of loss. e. Optionee acknowledges and agrees that all certificates evidencing the Common Stock issuable hereunder shall bear substantially Shares may be endorsed with the following legend: THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. , AS AMENDED (THE “ACT”); THEY HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND MAY NOT BE SOLDPLEDGED, OFFERED FOR SALEHYPOTHECATED, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF ANY AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE SECURITIES UNDER SAID ACT OR AND ANY APPLICABLE STATE SECURITIES LAW OF RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION ISSUER THAT SUCH REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS NOT REQUIRED. (d) Optionee hereby acknowledges that the Company may, but is not required to, register the Shares issuable upon exercise of the Option with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act in a registration statement on Form S-8.

Representations and Warranties of Optionee. In connection with (a) Optionee has been advised that the grant of the Option hereunder, Optionee hereby represents Options and warrants to the Company as follows: a. The Option is, and any Common Stock Optionee may acquire pursuant to the Shares issuable upon exercise of the Option Options (together with the Optioncollectively, the “Securities”), will be acquired, by Optionee for investment for his own account, ) have not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control. b. Optionee understands that the Securities will not be, been registered under the Securities Act of 1933, as amended (the “Securities Act”)) or any state securities laws and, on the basis that the sale of therefore, cannot be resold unless the Securities is exempt from registration are registered under the Securities Act under Section 4(2) thereof, and that the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities may not be sold, transferred, applicable state securities laws or otherwise disposed of without registration under the Securities Act or unless an exemption from such registration requirements, and that in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitely. d. Optionee has the ability to bear the economic risks of Optionee’s investment in the Securitiesrequirements is available. Optionee is ableaware that none of the Company or any of its subsidiaries is under any obligation to effect any such registration with respect to the Securities (except solely to the extent, without materially impairing Optionee’s financial conditionif any, to hold Optionee’s investment provided in the Company Management Stockholders Agreement) or to file for an indefinite period or comply with any exemption from registration. (b) Optionee will hold the Securities for undersigned’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of time the Act. (c) Optionee has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Act), such knowledge and experience in financial and business matters that Optionee is capable of evaluating the merits and risks of holding the Securities, is able to suffer incur a complete loss on Optionee’s investment. Optionee understands of the Securities and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences risk of losing Optionee’s entire investment, holding the Securities for an indefinite period of time. (yd) Optionee understands that holding the Company has no financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which Securities involves a high degree of risk of lossrisk, that there is no established market for the Securities and that it is not likely that any public market for the Securities will develop in the near future. e. (e) Optionee acknowledges has carefully considered the potential risks relating to the Company and agrees its subsidiaries and holding the Securities. Optionee is familiar with the business and financial condition, properties, operations and prospects of the Company and its subsidiaries. Prior to the date hereof, Optionee has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of holding the Securities and to obtain additional information (to the extent the Company and its subsidiaries possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Optionee or to which Optionee has had access. Optionee has received and reviewed certain information and documents furnished by the Company, including a copy of the Plan, a summary of the Plan, financial information about the Company and information regarding some of the material risks and uncertainties of holding an equity interest in the Company. Optionee has made, either alone or together with Optionee’s advisors, such independent investigation of the Company and its subsidiaries as Optionee deems to be, or Optionee’s advisors deem to be, necessary or advisable in connection with holding the Securities. Optionee is satisfied that Optionee has received information with respect to all certificates evidencing matters which Optionee considers material to Optionee’s participation in the Common Stock issuable hereunder shall bear substantially Securities. Optionee understands that no federal or state agency has passed upon participation in the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Securities or upon the Company and its subsidiaries nor has any such agency made any finding or determination as to the fairness of participation in the Securities. (f) Optionee understands that, in addition to the restrictions on transfer imposed by the Act and any applicable state securities laws, the Management Stockholders Agreement and the option awards issued under the Plan contain provisions that further restrict transfer of the Securities. (g) Optionee is urged to seek independent advice from Optionee’s professional advisors relating to the suitability of the Securities in view of Optionee’s overall financial needs and with respect to the legal and tax implications of this Amendment. THEY MAY NOT BE SOLDOptionee is not relying on either the Company or any of its officers, OFFERED FOR SALEdirectors, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIREDshareholders, consultants or agents with respect to the financial, legal and tax considerations involved in Optionee’s participation in the equity of the Company and this Amendment.

Representations and Warranties of Optionee. In connection with the grant of the Option hereunder, Optionee hereby represents and warrants to on the Company as followsdate hereof and at the Exercise Date that: a. (a) The Option isexecution, delivery and performance by Optionee of this Agreement has been, and any Common Stock the Note and the Pledge Agreement will be, duly authorized by all requisite corporate action. This Agreement has been, and the Note and the Pledge Agreement will be, duly executed and delivered on behalf of Optionee may acquire pursuant and constitute the valid and binding obligations of Optionee, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights and remedies of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity. (b) Optionee acknowledges that all documents, records and books pertaining to this investment have been made available for inspection by it, its attorney and/or its accountant and the books and records of the Company will be available upon reasonable notice, for inspection by Optionee during reasonable business hours at the Company's principal place of business. Optionee and/or its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company or a person or persons acting on its behalf, concerning the terms and conditions of the offering of the Option and the Securities. All such questions have been answered to the full satisfaction of Optionee. No representations (together whether written or oral) have been furnished to Optionee or its advisor(s) in connection with the Optionoffering of the Option or the Securities which were in any way inconsistent with the information referenced above. Optionee is acquiring the Option and the Securities without being furnished any offering literature or prospectus other than the documents referred to herein. (c) Optionee (i) has adequate means of providing for its current needs and possible personal contingencies, (ii) has no need for liquidity in this investment, (iii) is able to bear the “Securities”)substantial economic risks of an investment in the Option and the Securities for an indefinite period, will be acquired, by Optionee for investment for his own account, not as (iv) can afford a nominee or agentcomplete loss of such investment, and (v) does not with a view have an overall commitment to the sale or distribution of any part thereofinvestments which are not readily marketable, that are disproportionate to Optionee's net worth, and he has no present intention of selling, granting participation in, or otherwise distributing Optionee's investment in the same, but subject nevertheless Option and the Securities will not cause such overall commitment to any requirement of law become excessive. (d) Optionee recognizes that the disposition purchase of his property shall at all times be within his controlthe Option and the Securities involves significant risks and is not recommended for investors who have any need for a current return on their investment or who cannot bear the risk of losing their entire investment. b. (e) Optionee understands that the sale of the Option or the Securities will have not be, been registered under the Securities Act of 1933, as amended (the “Securities "Act”"), on the basis in reliance upon an exemption therefrom. Optionee understands that the sale of Option and the Securities must be held indefinitely unless the sale or other transfer thereof is exempt from registration subsequently registered under the Securities Act under Section 4(2) thereof, and that the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption from such registration requirementsis available. (f) The Option and the Securities are being purchased solely for Optionee's own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and that no other person has a direct or indirect beneficial interest in the absence of an effective registration statement covering such Option or the Securities. (g) Optionee will not transfer the Option or the Securities without registering them under applicable federal or an available exemption state securities laws unless the transfer is exempt from registration under such laws. Optionee realizes that the Company may not allow a transfer of the Option or the Securities Act, such Securities must be held indefinitely. d. Optionee has unless the ability to bear transferee meets the economic risks suitability standards as an initial purchaser of Optionee’s investment in the Option or the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment in legends will be placed on certificates representing the Company is suitable only for an investor who is able Securities, with respect to bear the economic consequences above restrictions on resale or other disposition of losing Optionee’s entire investmentthe Securities and that stop transfer instructions have or will be placed with respect to the Option and the Securities so as to restrict the assignment, (y) the Company has no financial resale or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of lossother disposition thereof. e. Optionee acknowledges and agrees that all certificates evidencing the Common Stock issuable hereunder shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Representations and Warranties of Optionee. In connection with the grant of the Option Options hereunder, Optionee hereby represents and warrants to the Company as follows: a. The Option isOptions are, and any Common Stock Optionee may acquire pursuant to the exercise of the Option Options (together with the OptionOptions, the “Securities”), will be acquired, by Optionee for investment for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control. b. Optionee understands that the Securities will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), on the basis that the sale of the Securities is exempt from registration under the Securities Act under Section 4(2) thereof, and that the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption from such registration requirements, and that in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitely. d. Optionee has the ability to bear the economic risks of Optionee’s investment in the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of loss. e. Optionee acknowledges and agrees that all certificates evidencing the Common Stock issuable hereunder shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Representations and Warranties of Optionee. In connection with the grant of the Option hereunder, Optionee hereby represents and warrants to the Company as follows: a. The Option is, and any Common Stock Optionee may acquire pursuant to the exercise of the Option (together with the Option, the “Securities”), will be acquired, by Optionee for investment for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control. b. Optionee understands that the Securities will have not be, been registered under the Securities Act of 1933, as amended (the “Securities Act”), on the basis that the sale of the Securities is exempt from registration under the Securities Act under Section 4(2) thereof, and that the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption from such registration requirements, and that in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitely. d. Optionee has the ability to bear the economic risks of Optionee’s investment in the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of loss. e. Optionee acknowledges and agrees that all certificates evidencing the Common Stock issuable hereunder upon the exercise of the Option shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Representations and Warranties of Optionee. In connection Optionee is a limited liability company validly existing and in good standing under the laws of the State of Delaware. Optionee has all necessary power and authority to enter into this Agreement, and, in the event that the Option is exercised in accordance with the grant terms of this Agreement, to carry out Optionee’s obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Optionee of this Agreement, and, in the event that the Option is exercised in accordance with the terms of this Agreement, the performance by Optionee of its obligations hereunder and the consummation by Optionee of the Option hereunder, transactions contemplated hereby have been duly authorized by all requisite action on the part of Optionee. Optionee hereby represents has made available to Purchaser complete and warrants to the Company as follows: a. The Option is, correct copies of Optionee’s Certificate of Formation and any Common Stock Optionee may acquire pursuant to the exercise of the Option (together with the Option, the “Securities”), will be acquired, by Optionee for investment for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control. b. Optionee understands that the Securities will not be, registered under the Securities Act of 1933operating agreement, as amended and in effect on the date hereof. Upon the issuance by Optionee to Optionor of the Series Interests, all such interest shall be duly authorized, validly issued, fully paid and non-assessable, and there shall be no liens, pledges, encumbrances, charges, warrants, options, rights (the “Securities Act”including, without limitation, any rights of first offer, rights of first refusal, repurchase, redemption or any other rights), calls or other similar commitments of any nature relating to the Series Interests other than as mutually agreed to in writing by the Optionor and Optionee and as shall be disclosed in the Offering Statement on Form 1-A. Optionee does not have and shall not at the basis that Closing Date have any liabilities other than as shall be disclosed in the sale of Offering Statement on Form 1-A. Optionee does not have and shall not at the Securities is exempt from registration under the Securities Act under Section 4(2) thereofClosing Date have any business, and that the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities may not be sold, transferredoperations, or otherwise disposed of without registration under the Securities Act or an exemption from such registration requirements, and that assets other than as shall other than as shall be disclosed in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitely. d. Optionee has the ability to bear the economic risks of Optionee’s investment in the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss Offering Statement on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of loss. e. Optionee acknowledges and agrees that all certificates evidencing the Common Stock issuable hereunder shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.Form 1-A.

Representations and Warranties of Optionee. In connection with the grant of the Option hereunder, Optionee hereby represents and warrants to the Company as follows: a. The Option is, and any Common Stock Optionee may acquire pursuant to the exercise of the Option (together with the Option, the “Securities”), will be acquired, by Optionee for investment for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control. b. Optionee understands that the Securities will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), on the basis that the sale of the Securities is exempt from registration under the Securities Act under Section 4(2) thereof, and that the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption from such registration requirements, and that in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitely. d. Optionee has the ability to bear the economic risks of Optionee’s investment in the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of loss. e. Optionee acknowledges and agrees that all certificates evidencing the Common Stock issuable hereunder shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Representations and Warranties of Optionee. In connection with the grant of the Option hereunder, (a) Optionee hereby represents and warrants to that this Agreement has been duly and validly executed and delivered by Optionee and this Agreement constitutes a legal, valid and binding agreement of Optionee, enforceable against Optionee in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally or by principles governing the Company as follows:availability of equitable remedies). a. The Option is, (b) Optionee represents and any Common Stock Optionee may acquire pursuant to the exercise of warrants that the Option (together with the Option, the “Securities”), will be acquired, is being acquired by Optionee for investment for his own Optionee's personal account, not as a nominee or agentfor investment purposes only, and not with a view to the sale distribution, resale or distribution of any part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the other disposition of his property shall at all times be within his control. b. Optionee understands that the Securities will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), on the basis that the sale of the Securities is exempt from registration under the Securities Act under Section 4(2) thereof, and that Optionee is a resident of the Company’s reliance on such exemption is predicated on Optionee’s representations set forth hereinState of Connecticut. c. (c) Optionee understands and acknowledges that the Company may issue Shares upon the exercise of the Option without registering such securities under the Act on the basis of certain exemptions from such registration requirement. Accordingly, Optionee agrees that Optionee's exercise of the Securities Option may be expressly conditioned upon Optionee's delivery to the Company of such representations and undertakings as the Company may reasonably require in order to secure the availability of such exemptions, including a representation that Optionee is acquiring the Shares for investment and not be sold, transferred, with a present intention of selling or otherwise disposed disposing of without registration such Shares. Optionee acknowledges that, because Shares received upon exercise of an Option may be unregistered, Optionee may be required to hold the Shares indefinitely unless they are subsequently registered for resale under the Securities Act or an exemption from such registration requirementsis available. (d) Optionee acknowledges receipt of this Agreement granting the Option, and that in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities ActPlan, such Securities must be held indefinitely. d. Optionee has the ability to bear the economic risks of Optionee’s investment in the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment all rights and liabilities connected with the Option are set forth herein and in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of lossPlan. e. Optionee acknowledges and agrees that all certificates evidencing the Common Stock issuable hereunder shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Representations and Warranties of Optionee. In connection with the grant of the Option hereunder, (a) Optionee hereby represents and warrants to the Company as follows: a. The that this Option isand, and any Common Stock Optionee may acquire pursuant to the exercise of the Option (together with the Optionwhen applicable, the “Securities”), will be acquired, Shares being acquired by Optionee are for investment for his own Optionee's personal account, not as a nominee or an agent, and are for investment purposes only, and not with a view to the sale or distribution of any part thereof, and he has no present intention of selling, granting participation in, selling or otherwise distributing disposing of the sameOption or the Shares or with a view to or for resale in connection with, but subject nevertheless to any requirement distribution or public offering thereof within the meaning of law that the disposition of his property shall at all times be within his control. b. Optionee understands that the Securities will not be, registered under the Securities Act of 1933, as amended (the “"Securities Act”"). (b) Optionee agrees that the Company may issue Shares upon the exercise of the Option without registering such Shares under the Securities Act, on the basis of certain exemptions from such registration requirement. Accordingly, Optionee agrees that his or her exercise of the Option may be expressly conditioned upon his or her delivery to the Company of an investment certificate including such representations and undertakings as the Company may reasonably require in order to assure the availability of such exemptions. (c) Optionee further agrees that the sale of certificates evidencing the Securities is exempt from Shares may bear a legend indicating such non-registration under the Securities Act under Section 4(2) thereofand the resulting restrictions on transfer. Optionee acknowledges that, and that because Shares received upon exercise of this Option may be unregistered, Optionee may be required to hold the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities may not be sold, transferred, or otherwise disposed of without registration Shares indefinitely unless they are subsequently registered for resale under the Securities Act or an exemption from such registration requirements, is available. (d) Optionee further represents and warrants that in Optionee is either an accredited investor within the absence meaning of an effective registration statement covering such Securities or an available exemption from registration Regulation D under the Securities Act, such Securities must be held indefinitely. d. or by reason of Optionee's business or financial experience, or the business or financial experience of its professional advisor, Optionee has the ability capacity to bear the economic risks of protect Optionee’s investment 's own interests in the Securities. connection with this transaction. (e) Optionee is able, without materially impairing Optionee’s financial condition, further represents and warrants that Optionee has been furnished with such materials and has been given access to hold Optionee’s investment in such information relating to the Company for as Optionee or Optionee's qualified representative has requested and Optionee has been afforded the opportunity to ask questions regarding the Company, the Option and the Shares, all as Optionee has found necessary to make an indefinite period informed investment decision. (f) Optionee acknowledges receipt of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes copy of Optionee’s investment the risks of Optionee’s investment Plan and understands that (x) an investment all rights and obligations connected with this Option are set forth in this Agreement and in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of lossPlan. e. Optionee acknowledges and agrees that all certificates evidencing the Common Stock issuable hereunder shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Representations and Warranties of Optionee. In connection with the grant of the Option hereunderorder to induce TMP and Xxxxxx to execute and deliver this Agreement, and acknowledging that TMP and Xxxxxx are relying thereon, Optionee hereby represents and warrants warrants, and, as a condition to TMP's obligation to deliver the Company Option Shares to Optionee, Optionee shall represent and warrant to TMP as of the date of Optionee's exercise of the Option, as follows: a. The (a) Optionee has adequate means of providing for Optionee's current needs and contingencies and Optionee has no need now and anticipates no need in the foreseeable future to sell the Option is, and any or the shares of Common Stock issuable upon exercise thereof. Optionee may acquire pursuant to the exercise of the Option (together with the Option, the “Securities”), will be acquired, by Optionee for investment for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control. b. Optionee understands that the Securities will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), on the basis that the sale of the Securities is exempt from registration under the Securities Act under Section 4(2) thereof, and that the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption from such registration requirements, and that in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitely. d. Optionee has the ability able to bear the economic risks of Optionee’s investment in the Securities. Optionee is abletransactions contemplated hereby and consequently, without materially impairing Optionee’s financial conditionlimiting the generality of the foregoing, Optionee will be able to hold Optionee’s investment in the Company Option or the shares of Common Stock issuable upon exercise thereof for an indefinite period of time and has a sufficient net worth to suffer sustain a complete loss of Optionee's entire investment in TMP in the event such loss should occur. (b) Optionee, its advisors, if any, and its representatives, if any, have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the transactions contemplated hereby and of protecting Optionee's interests in connection herewith. Optionee recognizes that the transactions contemplated hereby involve a high degree of risk. Optionee further understands that the Option and the shares of Common Stock underlying the Option are highly speculative and are not suitable for investors who cannot afford to lose all of their investment. Optionee is familiar with the nature of, and risks attendant to, investments in securities such as the Option and the shares of Common Stock underlying the Option and has determined that the acquisition of such securities is consistent with Optionee's investment objectives. (c) The Optionee has acquired the Option, and in the event of exercise of the Option, will acquire the shares of the Common Stock underlying the Option, for Optionee's own account for investment and not with a view to or for resale in connection with any distribution thereof. (d) Optionee has not offered or sold any portion of the Option or the shares of Common Stock underlying the Option and has no present intention of dividing the Option or the shares of Common Stock underlying the Option with others or of selling, distributing or otherwise disposing of any portion of the Option or the shares of Common Stock underlying the Option either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance. No one other than Optionee has any interest in the Option or the shares of Common Stock underlying the Option. (e) Optionee is aware that Optionee must bear the economic risk of Optionee's investment in TMP for an indefinite period of time because the Option and the shares of Common Stock underlying the Option will not be registered under the Securities Act, or under the securities laws of various states and, therefore, such securities cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or an exemption from registration is available. Further, Optionee understands that only TMP can take action so as to register the Option and the shares of Common Stock underlying the Option on Optionee’s investmentbehalf of TMP and TMP is under no obligation to do so, and does not otherwise propose to do so. The undersigned understands that the Option and the shares of Common Stock underlying the Option have not been approved or disapproved by the Securities and Exchange Commission or by any other federal or state agency, and no such agency has passed on the accuracy or adequacy of this Agreement, the Stock Purchase Agreement or any of the other Transaction Documents (as defined in the Stock Purchase Agreement). (f) Optionee understands and acknowledges that the Option and, upon exercise of the Option in accordance with the terms hereof, the shares of Common Stock underlying the Option, are or will be offered and sold in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act; that the reliance of TMP and Xxxxxx upon that exemption is predicated, in part, on the representations and warranties made and to be made by Optionee in and pursuant to this Agreement; and that the aforementioned exemption may not be available if any of those representations and warranties are not true and accurate. Optionee understands and agrees that Optionee cannot sell, transfer or otherwise dispose of all or any portion of the Option or the shares of Common Stock underlying the Option without an opinion of counsel satisfactory to TMP that the transaction contemplated by Optionee would not be in violation of the Securities Act or any applicable securities laws. Optionee has fully considered for purposes been advised and is aware of Optionee’s investment the risks provisions of Optionee’s investment Rule 144 promulgated under the Securities Act which permits limited resale of securities subject to the satisfaction of certain conditions and understands that (x) an investment in the Company such rule is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no financial or operating historynot now, and (z) an investment in may not become, available for resale of the Company represents an extremely speculative investment which involves a high degree Option or the shares of risk of loss. e. Optionee acknowledges and agrees that all certificates evidencing the Common Stock issuable hereunder shall bear substantially upon exercise of the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Option. THEY MAY NOT BE SOLDOptionee further understands that sales, OFFERED FOR SALEtransfers and other dispositions of all or any portion of the Option or the shares of Common Stock underlying the Option are further restricted by this Agreement, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIREDthe Stock Purchase Agreement and/or the Transaction Documents. (g) Optionee, its advisors, if any, and designated representatives, if any, have been involved in the negotiation and preparation of this Agreement, the Stock Purchase Agreement and each of the other Transaction Documents. Optionee, its advisors, if any, and its designated representatives, if any, have received a fully executed copy of this Agreement, the Stock Purchase Agreement and each of the other Transaction Documents, have read each carefully and are fully familiar with each of their contents and Optionee, its advisors, if any, and designated representatives, if any, have had the opportunity to obtain any additional information necessary to verify the accuracy of the information contained in such agreements. In addition, Optionee, its advisors, if any, and designated representatives, if any, have been afforded the opportunity to obtain any and all information requested in writing relating to TMP and to meet with representatives of TMP and to have them answer any questions regarding the terms and conditions of this transaction and all such questions have been answered, and all such information has been received, to Optionee's full satisfaction. (h) As of the date of this Agreement, Optionee acknowledges that Optionee has received TMP's financial statements containing audited as well unaudited information and understands that the unaudited information has not been compiled, reviewed, certified or audited by any independent person or accounting firm and represents only TMP management's best knowledge and belief as of the date thereof concerning the information presented. As of the date of exercise of the Option, Optionee acknowledges that Optionee has received and reviewed the prospectus included in the registration statement relating to the Qualifying Public Offering and copies of all subsequent prospectuses, Form 10-Ks, Form 10-Qs and Form 8-Ks filed by TMP with the Securities and Exchange Commission under the Securities Act and the Securities and Exchange Act of 1934, as amended. (i) Optionee confirms that the Option and the shares of Common Stock underlying the Option were not offered to Optionee by any means of general solicitation or advertising (including without limitation by means of publication of any advertisement as such terms are used in the California securities and corporations laws) and the undersigned has received no representations or other offering literature related to the Option and the shares of Common Stock underlying the Option from TMP, Xxxxxx or any of their respective employees, partners, attorneys or agents, other than those contained in this Agreement, the Stock Purchase Agreement and the other Transaction Documents and the documents described in paragraph (g) above furnished or made available to Optionee, its advisors, if any, and its designated representatives, if any, at their written request. In making Optionee's decision to enter into this Agreement, the Stock Purchase Agreement and each of the other Transaction Documents, Optionee reviewed this Agreement, the Stock Purchase Agreement, the Transaction Documents and the documents mentioned in paragraph (g) above furnished or made available to Optionee, its advisors, if any, and its designated representatives, if any, at their written request and has relied solely upon independent investigations made by Optionee, its advisors, if any, and its representatives, if any, without assistance of TMP. Without limiting the generality of the foregoing, Optionee represents it is not relying on TMP with respect to economic considerations involved in this transaction. (j) Optionee acknowledges that Optionee has been advised to consult with an attorney regarding legal matters concerning this Agreement, the Stock Purchase Agreement, the Transaction Documents, the Option and the shares of Common Stock underlying the Option. Optionee further acknowledge that Optionee has been advised to consult with Optionee's tax, legal and other advisors regarding the tax consequences of acquiring the Option and the shares of Common Stock underlying the Option, legal matters concerning TMP and Xxxxxx and any other action to be taken in connection with this Agreement, the Stock Purchase Agreement, the Transaction Documents and the transactions contemplated herein and therein. Optionee acknowledges that Optionee will be responsible for any legal, accounting or other fees incurred on Optionee's behalf in connection with this Agreement, the Stock Purchase Agreement, the Transaction Documents, the Option and the shares of Common Stock underlying the Option. (k) In the event Optionee is a corporation, partnership, trust or legal entity, the decision to enter into this Agreement and the execution and delivery of this Agreement has been duly authorized by such corporation, partnership, trust or legal entity and the person executing this Agreement on behalf of such corporation, partnership, trust or legal entity has all right, power and authority, in his or her capacity as an officer, general partner, trustee, executor or other representative of such corporation, partnership, trust or legal entity, as the case may be, to execute and deliver this Agreement on behalf of such corporation, partnership, trust or legal entity and this Agreement is a valid and binding agreement of such corporation, partnership, trust or legal entity, as the case may be, enforceable in accordance with its terms. Such entity has its principal place of business in the State of California and has not been formed for the specific purpose of acquiring the Option or the shares of Common Stock underlying the Option. (l) Optionee, if an individual, has reached the age of majority in the state in which he or she resides and represents that Optionee resides in the State of California. (m) Optionee, by reason of the Optionee's business or financial experience or the experience of Optionee's professional advisors who are unaffiliated with and who are not compensated (directly or indirectly) by TMP or Xxxxxx or any affiliate or selling agent of TMP or Xxxxxx, has the capacity to protect Optionee's own interests in connection with the transactions contemplated by this Agreement, the Transaction Documents, the Option and the shares of Common Stock underlying the Option.

Representations and Warranties of Optionee. In connection with the grant of the Option hereunder, Optionee hereby represents and warrants to the Company as follows: a. The Option is, of the date hereof and any Common Stock Optionee may acquire pursuant to the upon each exercise of the Option (together with as follows: A. It is acquiring the Option, Option and the “Securities”), will be acquired, by Optionee Option Stock for itself for the purpose of investment for his own account, not as a nominee or agent, and not with a view to the sale distribution or distribution resale thereof. B. It is fully informed that (i) the Option and the Option Stock are being sold pursuant to an exemption under the Securities Act of any part thereof1933, as amended (the "Act"), and under similar exemptions from registration under other state securities or similar laws, and that the sale of the Option and the Option Stock is not being registered under the Act or under any state or other securities or similar laws; (ii) except as otherwise provided herein, the Option and the Option Stock must be held indefinitely unless they are subsequently registered under the Act and under any applicable state or other securities or similar laws or unless an exemption from such registration is available under or pursuant to the Act or any such other laws; and (iii) the Company has no obligation with respect to registration of the Option or the Option Stock. Optionee further understands that as a result of the foregoing restrictions, he must bear the economic risk of holding the Option Stock for an indefinite period of time until the Option Stock is registered under the Securities Act, or an exemption from registration thereunder is available. C. Optionee hereby represents and warrants that he has no present intention knowledge and experience in financial and business matters in general and is capable of sellingevaluating the merits and risks of the prospective investment in the Option and the Option Stock. D. Optionee hereby acknowledges and confirms that he has been given complete access to all public documents, granting participation inrecords, or otherwise distributing contracts and books of the sameCompany, but subject nevertheless and that he has engaged in a complete examination of all such public documents, records, contracts and books to the extent deemed necessary by him in reaching the decision to obtain the Option and the Option Stock and become an investor in the Company. Optionee hereby further acknowledges and confirms that he has had an opportunity to ask questions of and receive answers from the executive officers of the Company concerning the Option, the Option Stock, the Company and its affairs and related matters and with respect to any requirement of law that other matter the disposition of his property shall at Optionee deemed relevant, and all times be within his controlsuch inquiries have been completed to the Optionee's satisfaction. b. E. Optionee acknowledges and understands that the Company will be relying on the accuracy and completeness of all matters set forth in this Paragraph 7, and the Optionee represents and warrants to the Company that the representations, warranties, acknowledgments, covenants and agreements set forth herein are complete, true and correct and may be relied upon by them in determining whether the offer and sale of the Option and the Option Stock to the Optionee is exempt from registration under the Securities Act and relevant state securities laws. F. Optionee further understands that the certificates evidencing the Option Stock will bear a legend in substantially the following form: The shares represented by this certificate have not be, been registered under the Securities Act of 1933, as amended (the “Securities "Act”), on the basis that the sale of the Securities is exempt from registration under the Securities Act under Section 4(2") thereof, and that the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities may not be sold, transferred, assigned or otherwise disposed of without registration under the Securities Act or an exemption from such registration requirements, and that transferred in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, an opinion of counsel satisfactory to Guardian International, Inc. that such Securities must be held indefinitelyregistration is not required, or evidence that the shares have been sold in compliance with Rule 144 under the Act. d. Optionee has the ability to bear the economic risks of Optionee’s investment in the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of loss. e. Optionee acknowledges and agrees that all certificates evidencing the Common Stock issuable hereunder shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Representations and Warranties of Optionee. In connection with the grant of the Option hereunder, (a) Optionee hereby represents and warrants to the Company as follows: a. The that this Option is, and any Common Stock Optionee may acquire pursuant to the exercise of the Option (together with the Option, the “Securities”), will be acquired, is being acquired by Optionee for investment for his own Optionee's personal account, not as a nominee or agentfor investment purposes only, and not with a view to the sale distribution, resale or distribution of any part other disposition thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law . (b) Optionee acknowledges that the disposition Company may issue Shares upon the exercise of his property shall at all times be within his control. b. Optionee understands that the Securities will not be, registered Option without registering such Shares under the Securities Act of 1933, as amended (the “Securities "Act”"), on the basis of certain exemptions from such registration requirement. Accordingly, Optionee agrees that his or her exercise of the Option may be expressly conditioned upon his or her delivery to the Company of an investment certificate including such representations and undertakings as the Company may reasonably require in order to assure the availability of such exemptions, including a representation that Optionee is acquiring the Shares for investment and not with a present intention of selling or otherwise disposing thereof and an agreement by Optionee that the sale of certificates evidencing the Securities is exempt from Shares may bear a legend indicating such non-registration under the Securities Act under Section 4(2) thereofand the resulting restrictions on transfer. Optionee acknowledges that, and that because Shares received upon exercise of an Option may be unregistered, Optionee may be required to hold the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities may not be sold, transferred, or otherwise disposed of without registration Shares indefinitely unless they are subsequently registered for resale under the Securities Act or an exemption from such registration requirements, and that in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitelyis available. d. (c) Optionee has acknowledges receipt of a copy of the ability to bear the economic risks of Optionee’s investment in the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment Plan and understands that (x) an investment all rights and obligations connected with this Option are set forth in this Agreement and in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of lossPlan. e. (d) Optionee hereby acknowledges and agrees that, in addition to certain restrictive legends that all certificates evidencing the Common Stock issuable hereunder shall bear substantially securities laws of the state in which Optionee resides may require, each certificate representing the Shares may be endorsed with the following legend: THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. ; THEY HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, OFFERED FOR SALETRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OTHERWISE DISPOSED OF ANY EFFECTIVE REGISTRATION STATEMENT EXCEPT AS TO MAY BE AUTHORIZED UNDER THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO 1933, AND THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIREDRULES AND REGULATIONS PROMULGATED THEREUNDER.

Representations and Warranties of Optionee. In connection with (a) Optionee is acquiring the grant of the Option hereunderOptions and, Optionee hereby represents if and warrants to the Company as follows: a. The Option is, and when he exercises any Common Stock Optionee may acquire pursuant to the exercise of the Option (together with the Option, will acquire the “Securities”), will be acquired, by Optionee Shares solely for investment for his Optionee's own account, not as a nominee or agent, account and not with a view to, or for resale in connection with, the distribution or other disposition thereof except in compliance with this Agreement and as permitted by law, including without limitation, the Securities Act. Optionee does not have any present intent to the sale resell or distribution of distribute all or any part thereof, and he of his Options in violation of the Securities Act. (b) Optionee has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law been advised that the disposition Company may issue Shares upon the exercise of his property shall at all times be within his control. b. Optionee understands that the Securities will not be, registered Options without registering such Shares under the Securities Act of 1933, as amended (the “Securities Act”), on the basis on certain exemptions from such registration requirements and that the sale accordingly, Optionee's exercise of the Securities is exempt from registration under Options may be expressly conditioned upon Optionee's delivery to the Securities Act under Section 4(2) thereofCompany of such representations and undertakings as the Company may reasonably require in order to secure the availability of such exemptions, and including a representation as to Optionee's investment intent. Optionee also acknowledges that the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities Shares may not be sold, transferred, sold or otherwise disposed of without unless registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Shares for an indefinite period of time. Optionee also understands that the Company does not have any intention of registering the Shares under the Securities Act or an exemption from such registration requirements, and that in of supplying the absence of an effective registration statement covering such Securities or an available exemption from registration information which may be necessary to enable Optionee to sell the Shares pursuant to Rule 144 under the Securities Act, such Securities must be held indefinitely. d. (c) Optionee (A) has received and reviewed a Disclosure Statement from the ability Company relating to bear the economic risks of Optionee’s his investment in the Securities. Optionee is ableOptions and, without materially impairing Optionee’s financial conditionif and when he exercises any Option, to hold Optionee’s his investment in the Company for an indefinite period Shares, (B) by virtue of time and to suffer a complete loss on such Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment in 's employment relationship with the Company is suitable only for an investor who is able to bear generally knowledgeable regarding the economic consequences business of losing Optionee’s entire investment, (y) the Company has no financial or operating history, and (zC) an investment in has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company represents an extremely speculative and the business and prospects of the Company as he deems necessary to evaluate the merits and risks related to his investment which involves a high degree of risk of lossand no representations concerning such matters or any other matters relating to such investment have been made to Optionee except as set forth in this Agreement. Optionee has consulted his or her own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for Optionee, including the tax and other economic considerations related to the investment. e. (d) This Agreement, when signed by or on behalf of Optionee acknowledges on the signature page hereof, shall be validly executed and agrees that all certificates evidencing the Common Stock issuable hereunder delivered on behalf of Optionee and shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLDbe valid, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIREDbinding and enforceable against Optionee in accordance with its terms.

Representations and Warranties of Optionee. In connection with the grant of the Option Options hereunder, Optionee hereby represents and warrants to the Company as follows: a. The Renewal Option is, and any Common Stock Optionee may acquire pursuant to the exercise of the Renewal Option (together with the Renewal Option, the “Securities”), will be acquired, by Optionee for investment for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control. b. Optionee understands that the Securities will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), on the basis that the sale of the Securities is exempt from registration under the Securities Act under Section 4(2) thereof, and that the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption from such registration requirements, and that in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitely. d. Optionee has the ability to bear the economic risks of Optionee’s investment in the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of loss. e. Optionee acknowledges and agrees that all certificates evidencing the Common Stock issuable hereunder shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Representations and Warranties of Optionee. In connection with the grant of the Option hereunder, 3.1 The Optionee hereby represents and warrants to the Company as followsOptionor that: a. The Option is(a) it has been duly incorporated and validly exists as a corporation in good standing under the laws of the State of Nevada and has the corporate power to hold mining claims and will obtain such necessary registrations as are necessary to explore and hold legal interests in mining properties in Finland; (b) neither the execution and delivery of this Agreement by the Optionee nor the performance by the Optionee of its obligations hereunder conflicts with the Optionee's constating documents or any agreement to which it is bound; (c) the execution, delivery and performance by the Optionee of this Agreement and any Common Stock Optionee may acquire pursuant other agreement or instrument to be executed and delivered by it hereunder and the exercise consummation by it of all the transactions contemplated hereby and thereby have been duly authorised by all necessary corporate action on the part of the Option Optionee; (together with d) the Option, the “Securities”), will be acquired, by Optionee for investment for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control. b. Optionee understands that it is in the Securities will interests of both parties to attract a major or mid-tier mining company to take an interest in the Joint Venture and while the Optionee is fulfilling the Work Commitments and making Option Payments, the Optionee has sole discretion over searching for such an interested third party; (e) each of this Agreement and any other agreement or instrument to be executed and delivered by the Optionee hereunder constitutes a legal, valid and binding obligation of the Optionee enforceable against it in accordance with its terms; (f) excepting only as otherwise disclosed herein, the Optionee is not besubject to, registered under or a party to, any charter or by-law restriction, any law, any claim, any encumbrance or any other restriction of any kind or character which would prevent consummation of the Securities Act transaction contemplated by this Agreement or any other agreement or instrument to be executed and delivered by the Optionee hereunder; and (g) the Optionee is familiar with Finnish mining law and understands the status of 1933, as amended (the “Securities Act”), exploration concessions and exploration concession applications described in Schedule A and acknowledges that the Optionor does not give any warranties on the basis that the sale value or economic exploitability of the Securities is exempt from registration under the Securities Act under Section 4(2) thereof, and that the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities may not be sold, transferred, these concessions or otherwise disposed of without registration under the Securities Act or an exemption from such registration requirements, and that in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitely. d. Optionee has the ability to bear the economic risks of Optionee’s investment in the Securitiesconcession applications. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of loss. e. The Optionee acknowledges and agrees confirms that all certificates evidencing the Common Stock issuable hereunder shall bear substantially Optionor is relying on the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIREDforegoing representations and warranties in the entering into by it of this Agreement. 3.2 The representations and warranties contained in §3.1 are provided for the exclusive benefit of the Optionor and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in §3.1 will survive the execution hereof and continue throughout the Option Period.

Representations and Warranties of Optionee. In connection with the grant of the Option hereunder, (a) Optionee hereby represents and warrants to that the Company as follows: a. The Option is, and any Common the Option Stock Optionee may acquire pursuant to the issuable upon exercise of the Option (together with the Option, the “Securities”), will be acquired, are being acquired by Optionee for investment for his own Optionee’s personal account, not as a nominee or agentfor investment purposes only, and not with a view to the sale distribution, resale or distribution other disposition of any part thereofthe Option or the Option Stock issuable upon exercise of the Option. (b) Optionee acknowledges that the Company may issue Option Stock upon the exercise of the Option without registering such Common Stock under the Securities Act of 1933, as amended (the “Act”) on the basis of certain exemptions from such registration requirement. Accordingly, Optionee agrees that Optionee’s exercise of the Option may be expressly conditioned upon Optionee’s delivery to the Company of such representations and he has no undertakings as the Company may reasonably require in order to secure the availability of such exemptions, including a representation that Optionee is acquiring the Option Stock for investment and not with a present intention of selling, granting participation in, selling or otherwise distributing disposing of such Option Stock. Optionee acknowledges that, because Option Stock received upon exercise of an Option may be unregistered, Optionee may be required to hold the sameOption Stock indefinitely unless they are subsequently registered for resale under the Act or an exemption from such registration is available. (c) Each certificate issued by the Company that represents any Option Stock shall bear the following legends: “The securities evidenced by this certificate are subject to the terms and conditions of the Level One Bancorp, but Inc. Stock Option Plan, including restrictions against transfer. The holder of this certificate takes the same and holds it subject nevertheless to the terms and conditions of the Plan and any transfer in conflict with or in derogation thereof is void and of no legal force and effect or validity whatsoever. The Company is under no obligation to recognize or give effect to any requirement transfer in conflict with or in derogation of law that such Plan. A copy of the disposition Plan is on file at the principal office of his property shall at all times be within his controlthe Company. b. Optionee understands that the Securities will ” “The securities evidenced by this certificate have not be, been registered under the Securities Act of 1933, as amended (the “Securities Act”), on or any applicable sate law, and such shares may not be sold or otherwise transferred unless (a) they are registered under the basis that the Act and any applicable state law or (b) such sale of the Securities or transfer is exempt from registration under such registration.” (d) Optionee acknowledges receipt of this Agreement granting the Securities Act under Section 4(2) thereofOption, and that the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities may not be soldPlan, transferred, or otherwise disposed of without registration under the Securities Act or an exemption from such registration requirements, and that in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitely. d. Optionee has the ability to bear the economic risks of Optionee’s investment in the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment all rights and liabilities connected with the Option are set forth herein and in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of lossPlan. e. Optionee acknowledges and agrees that all certificates evidencing the Common Stock issuable hereunder shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Representations and Warranties of Optionee. In connection with the grant of the Option hereunder, (a) Optionee hereby represents and warrants to the Company as follows: a. The that this Option is, and any Common Stock Optionee may acquire pursuant to the exercise of the Option (together with the Option, the “Securities”), will be acquired, is being acquired by Optionee for investment for his own Optionee’s personal account, not as a nominee or agentfor investment purposes only, and not with a view to the sale distribution, resale or distribution of any part other disposition thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law . (b) Optionee acknowledges that the disposition Company may issue Shares upon the exercise of his property shall at all times be within his control. b. Optionee understands that the Securities will not be, registered Option without registering such Shares under the Securities Act of 1933l933, as amended (the “Securities Act”), on the basis of certain exemptions from such registration requirement. Accordingly, Optionee agrees that Optionee’s exercise of the Option may be expressly conditioned upon Optionee’s delivery to the Company of an investment certificate including such representations and undertakings as the Company may reasonably require in order to assure the availability of such exemptions, including a representation that Optionee is acquiring the Shares for investment and not with a present intention of selling or otherwise disposing thereof and an agreement by Optionee that the sale of certificates evidencing the Securities is exempt from Shares may bear a legend indicating such non-registration under the Securities Act under Section 4(2) thereofand the resulting restrictions on transfer. Optionee acknowledges that, and that because Shares received upon exercise of an Option may be unregistered, Optionee may be required to hold the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities may not be sold, transferred, or otherwise disposed of without registration Shares indefinitely unless they are subsequently registered for resale under the Securities Act or an exemption from such registration requirements, is available. (c) Optionee acknowledges receipt of a copy of the Plan and understands that all rights and obligations connected with this Option are set forth in this Agreement and in the absence Plan. (d) Any transferee of an effective the Shares pursuant to this Section 7 shall hold the Shares subject to the terms and conditions of this Agreement and no further transfer of the Shares may be made without complying with the provisions of this Section 7. (e) The rights provided the Company and its nominee(s) under this Section 7 shall terminate upon the closing of the initial public offering of shares of the Company’s Common Stock pursuant to a registration statement covering such filed with and declared effective by the Securities or an available exemption from registration and Exchange Commission under the Securities Act, such Securities must be held indefinitely. d. Optionee has the ability to bear the economic risks of Optionee’s investment in the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of loss. e. Optionee acknowledges and agrees that all certificates evidencing the Common Stock issuable hereunder shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Representations and Warranties of Optionee. In connection with (a) The Optionee acknowledges his understanding that the grant of the Option hereunder, Optionee hereby represents and warrants is intended to the Company as follows: a. The Option is, and any Common Stock Optionee may acquire pursuant to the exercise of the Option (together with the Option, the “Securities”), will be acquired, by Optionee for investment for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control. b. Optionee understands that the Securities will not be, registered exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), on the basis that the sale by virtue of Section 4(2) of the Securities is exempt Act and the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, the Optionee represents and warrants to the Company as follows: (i) The Optionee realizes that the basis for the exemption from registration under may not be available if, notwithstanding the Securities Act under Section 4(2Optionee’s representations contained herein, the Optionee is merely acquiring the Option for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Optionee does not have any such intention. (ii) thereofThe Optionee is acquiring the Option solely for the Optionee’s own account and not with view to, or resale in connection with, any distribution of the Option or the Option Shares. (iii) The Optionee has the financial ability to bear the economic risk of the Option, has adequate means for providing for his current needs and contingencies, and has no need for liquidity with respect to the Option or the Option Shares. (iv) The Optionee and the Optionee’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received this Agreement and all other documents provided by the Company pursuant to the requests of the Optionee or its Advisors, if any, and have carefully reviewed them and they understand the information contained therein, prior to the execution of this Agreement. (v) The Optionee (together with his, her or its Advisors, if any) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Option and the Option Shares. If other than an individual, the Optionee also represents it has not been organized solely for the purpose of acquiring the Option or the Option Shares. (b) The Optionee is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D. (c) The Optionee acknowledges that each of the Company and H2Diesel, Inc., its wholly owned subsidiary (“Subsidiary”, and together with the Company, the “H2Diesel Companies”), is a development stage company with no or a limited operating history or revenues, and no or few employees. The Optionee further acknowledges that the Company has not made any representations to the Optionee regarding its or Subsidiary’s business prospects or the Company’s reliance on such exemption is predicated on Optioneeor Subsidiary’s representations set forth hereinability to generate revenues in the future. c. (d) The Optionee understands represents, warrants and agrees that the Securities may he, she or it will not be sold, transferred, sell or otherwise disposed of transfer the Option or any Option Shares without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the Optionee must bear the economic risk of his, her or its purchase because, among other reasons, the Option and the Option Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration requirementsis available. In particular, the Optionee is aware that the Option is and any Option Shares will be “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Optionee also understands that the Company is under no obligation to register the Option or any Option Shares on his, her or its behalf or to assist them in the absence of an effective registration statement covering such Securities or an available complying with any exemption from registration under the Securities Act, such Securities must be held indefinitelyAct or applicable state securities laws. The Optionee understands that any sales or transfers of the Option and any Option Shares are further restricted by state securities laws and the provisions of this Agreement. d. (e) No representations or warranties have been made to the Optionee by any of the H2Diesel Companies, or any of their respective officers, employees, agents, sub-agents, affiliates or subsidiaries, other than any representations of the Company contained herein, and in accepting the Option the Optionee is not relying upon any representations other than those contained herein. (f) The Optionee understands and acknowledges that the Option and the value of the Option Shares is speculative and may ultimately become worthless and has carefully read and considered the ability to bear matters set forth in the economic risks of public reports filed with the Securities and Exchange Commission, and, in particular, acknowledges that the Company has a limited operating history and is engaged in a highly competitive business. (g) The Optionee’s investment in overall commitment to investments that are not readily marketable is not disproportionate to the Securities. Optionee is able, without materially impairing Optionee’s net worth, and the Option and the Option Shares will not cause such overall commitment to become excessive. (h) The Optionee and his, her or its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Option and the Option Shares and the business, financial condition, to hold Optionee’s investment in results of operations and prospects of the Company for an indefinite period of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no financial or operating historyCompany, and (z) an investment in all such questions have been answered to the Company represents an extremely speculative investment which involves a high degree full satisfaction of risk of lossthe Optionee and his, her or its Advisors, if any. e. (i) The Optionee acknowledges and agrees that all certificates evidencing has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the Common Stock issuable hereunder shall bear substantially like relating to this Agreement or the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIREDtransactions contemplated hereby.

Representations and Warranties of Optionee. In connection with the grant of the Option hereunder, The Optionee hereby represents ------------------------------------------- and warrants to the Company as followsthat: a. (a) The Option is, Optionee is acquiring this option and any will acquire the shares of Common Stock Optionee may acquire pursuant to purchasable hereunder for the exercise of the Option (together with the Option, the “Securities”), will be acquired, by Optionee for investment for his Optionee's own account, not as a nominee or agent, account and not with a view to towards the sale distribution, resale, subdivision or distribution fractionalization of any part thereofthe shares of Common Stock purchased on exercise of this option; (b) The Optionee (i) has adequate means of providing for his or her current needs and contingencies, and he (ii) has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control. b. Optionee understands that the Securities will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), on the basis that the sale of the Securities is exempt from registration under the Securities Act under Section 4(2) thereof, and that the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or need for liquidity in an exemption from such registration requirements, and that investment in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities ActCommon Stock underlying this options, such Securities must be held indefinitely. d. Optionee has the ability to (iii) can bear the economic risks risk of Optionee’s losing his entire investment in the Securities. Optionee is ableshare of Common Stock underlying this option, without materially impairing (iv) does not have an overall commitment to investments which are not readily marketable, that is, disproportionate to his or her net worth, and the Optionee’s financial condition, to hold Optionee’s 's investment in the Company for an indefinite period Common Stock underlying this option will not cause such investment to become disproportionate to his or her net worth, (v) has such knowledge and experience in financial and business matters that the Optionee is capable of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment evaluating the risks and merits of Optionee’s investment and understands that (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investmentand, (yvi) is not relying on the Company has no financial respecting the tax or operating history, and (z) other economic considerations of an investment in the Common Stock purchasable hereunder-, (c) In the Optionee's position with the Company, the Optionee has had both the opportunity to ask questions and receive answers from the officers and directors of the Company represents respecting the Company and an extremely speculative investment which involves a high degree in the shares of risk Common Stock purchasable hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense; however, no oral representations have been made or oral information furnished to the Optionee or his or her representatives respecting an investment in the shares of loss.Common Stock purchasable hereunder; e. (d) Anything in this Agreement to the contrary notwithstanding, the Optionee acknowledges and hereby agrees that all certificates evidencing he or she shall not sell, transfer by any means or otherwise dispose of the shares acquired by the Optionee without registration under the Act and applicable state securities laws unless (i) an exemption from the Act and applicable sales securities laws is available, and (ii) the Optionee has furnished the Company with notice of such proposed transfer and the Company's legal counsel, in its reasonable opinion, shall deem such proposed transfer to be so exempt; and (e) The Optionee is aware that the Company shall place stop-transfer orders with its transfer agent against the transfer of any shares of Common Stock issuable purchasable hereunder shall bear substantially in the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIREDabsence of registration under the Act and applicable state securities laws unless the Optionee complies with the provision of Section I I (d) hereof.

Representations and Warranties of Optionee. In connection with the grant of the Option hereunder, (a) Optionee hereby represents and warrants to the Company as follows: a. The that this Option is, and any Common Stock Optionee may acquire pursuant to the exercise of the Option (together with the Option, the “Securities”), will be acquired, is being acquired by Optionee for investment for his own or her personal account, not as a nominee or agentfor investment purposes only, and not with a view to the sale distribution, resale or distribution of any part other disposition thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law . (b) Optionee acknowledges that the disposition Company may issue Shares upon the exercise of his property shall at all times be within his control. b. Optionee understands that the Securities will not be, registered this Option without registering such Common Stock under the Securities Act of 1933, as amended (the “Securities "Act”"), on the basis of certain exemptions from such registration requirement. Accordingly, Optionee agrees that his or her exercise of the Option may be expressly conditioned upon his or her delivery to the Company of an investment certificate or investment agreement including such representations and undertakings as the Company may reasonably require in order to assure the availability of such exemptions, including a representation that Optionee is acquiring the Shares for investment and not with a present intention of selling or otherwise disposing such Shares and an agreement by Optionee that the sale of certificates evidencing the Securities is exempt from Shares may bear a legend indicating such non-registration under the Securities Act under Section 4(2) thereofand the resulting restrictions on transfer. Optionee acknowledges that, and that because Shares received upon exercise of an Option may be unregistered, Optionee may be required to hold the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities may not be sold, transferred, or otherwise disposed of without registration Shares indefinitely unless they are subsequently registered for resale under the Securities Act or an exemption from such registration requirementsis available and that the Company shall have no obligation to register any resales, except as may otherwise be specifically provided to the contrary in the Shareholders' Agreement (as hereinafter defined), nor shall the Company have any obligation to satisfy any conditions to the availability of any registration exemption. Optionee further acknowledges that federal securities laws and the securities laws of the state in which he or she resides may require the placement of certain restrictive legends upon the Shares issued upon exercise of this Option, and that in Optionee hereby consents to the absence placing of an effective registration statement covering any such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitely. d. Optionee has the ability to bear the economic risks of Optionee’s investment in the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of loss. e. Optionee acknowledges and agrees that all legends upon certificates evidencing the Common Stock issuable hereunder shall bear substantially Shares as the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLDCompany, OFFERED FOR SALEor its counsel, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIREDmay deem necessary.

Representations and Warranties of Optionee. In connection with the grant of the Option hereunder, (a) Optionee hereby represents and warrants to the Company as follows: a. The that this Option is, and any Common Stock Optionee may acquire pursuant to the exercise of the Option (together with the Option, the “Securities”), will be acquired, is being acquired by Optionee for investment for his own Optionee’s personal account, not as a nominee or agentfor investment purposes only, and not with a view to the sale distribution, resale or distribution of any part other disposition thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law . (b) Optionee acknowledges that the disposition Company may issue Shares upon the exercise of his property shall at all times be within his control. b. Optionee understands that the Securities will not be, registered Option without registering such Shares under the Securities Act of 1933, as amended (the “Securities Act”), on the basis of certain exemptions from such registration requirement. Accordingly, Optionee agrees that his or her exercise of the Option may be expressly conditioned upon his or her delivery to the Company of an investment certificate including such representations and undertakings as the Company may reasonably require in order to assure the availability of such exemptions, including a representation that Optionee is acquiring the Shares for investment and not with a present intention of selling or otherwise disposing thereof and an agreement by Optionee that the sale of certificates evidencing the Securities is exempt from Shares may bear a legend indicating such non-registration under the Securities Act under Section 4(2) thereofand the resulting restrictions on transfer. Optionee acknowledges that, and that because Shares received upon exercise of an Option may be unregistered, Optionee may be required to hold the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities may not be sold, transferred, or otherwise disposed of without registration Shares indefinitely unless they are subsequently registered for resale under the Securities Act or an exemption from such registration requirements, and that in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitelyis available. d. (c) Optionee has hereby acknowledges that, in addition to certain restrictive legends that the ability to bear securities laws of the economic risks of Optionee’s investment state in which Optionee resides may require, each certificate representing the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of loss. e. Optionee acknowledges and agrees that all certificates evidencing the Common Stock issuable hereunder shall bear substantially Shares may be endorsed with the following legend: THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. , AS AMENDED (THE “ACT”); THEY HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND MAY NOT BE SOLDPLEDGED, OFFERED FOR SALEHYPOTHECATED, PLEDGED SOLD OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF ANY AN EFFECTIVE REGISTRATION STATEMENT AS TO UNDER THE SECURITIES UNDER SAID ACT OR AND ANY APPLICABLE STATE SECURITIES LAW OF RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION ISSUER THAT SUCH REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS NOT REQUIRED. (d) Optionee hereby acknowledges that the Company may, but is not required to, register the Shares issuable upon exercise of the Option with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act in a registration statement on Form S-8. 8. Adjustment in the Shares and Exercise Price. If the Shares, as presently constituted, shall be changed into or exchanged for a different number or kind of shares or other securities of the Company or of another entity (whether by reason of merger, consolidation, recapitalization, reclassification, split, reverse split, combination of shares, or otherwise) or if the number of Shares shall be increased through the payment of a share dividend, the Optionee shall receive upon exercise of the Option the number and kind of shares or other securities into which each outstanding Share shall be so changed, or for which each such Share shall be exchanged, or to which each such Share shall be entitled, as the case may be. The exercise price and other terms of the Option shall be appropriately amended to reflect the foregoing events. If there shall be any other change in the number or kind of the outstanding Shares, or of any shares or other securities into which the Shares shall have been changed, or for which the Shares shall have been exchanged, then, if the Board of Directors shall, in its sole discretion, determine that such change equitably requires an adjustment in the Option, such adjustment shall be made in accordance with that determination. Notice of any adjustment shall be given by the Company to the Optionee. 9. Stop-Transfer Notices. Optionee understands and agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

Representations and Warranties of Optionee. In connection with the grant of the Option hereunder, Optionee hereby represents and warrants to the Company as follows: a. (a) Optionee has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The Option isexecution and delivery of this Agreement by Optionee and the consummation by Optionee of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Optionee. This Agreement has been duly executed and delivered by Optionee and constitutes a valid and binding obligation of Optionee, enforceable against Optionee in accordance with its terms. (b) The representations and warranties of Optionee contained in the Purchase Agreement are true and correct on the date hereof. (a) it shall not by its acts or omissions cause the representations and warranties of the Company in the Purchase Agreement to be untrue in any material respect on the Execution Date; (b) to maintain the insurance set forth on Schedule 6.9 attached hereto as part of Exhibit A, to submit a claim to the insurance carriers for each event of loss or damage to any of the Assets and in consultation with Optionee apply any insurance proceeds received by the Company to the repair or replacement of the lost or damaged Asset; (c) Except as caused by non-compliance by Optionee with the TBA, the Company: (i) shall not sell or otherwise dispose of any of the Assets or granx x Xxxx xx the Assets or permit a Lien to remain on the Assets if such Lien was placed thereon as a result of the actions or omissions of the Company; (ii) shall not commit any act or omit to do any act which will cause a breach of any Contract; (iii) shall not amend or renew any Contract or terminate its lease for the Station's main transmitter site; (iv) will operate in the ordinary course of business, consistent with past practice, and will take no actions to diminish materially the goodwill of the business of the Station; (v) will operate the Station in material compliance with the Communications Act and the FCC rules and regulations; (vi) will not increase the liabilities which Optionee will assume under the Purchase Agreement above the amount of the liabilities which Optionee would assume if the Purchase Agreement was executed on the date hereof, other than an increase resulting from any Common Stock amendment or renewal of a Contract approved in writing by Optionee may acquire pursuant or any new agreement which Optionee requests in writing for the Company to execute and assign to Optionee under the Purchase Agreement; and (vii) will take all action necessary to maintain the FCC licenses relating to the exercise of the Option (together with the OptionStation in full force and effect without material modification, including, without limitation, the “Securities”), will be acquired, by Optionee for investment for his own account, not as timely filing of a nominee or agentrenewal application and responding to requests thereunder from the FCC, and not with a view to the sale or distribution of any part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control. b. will keep Optionee understands that the Securities will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), on the basis that the sale of the Securities is exempt from registration under the Securities Act under Section 4(2) thereof, and that the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption from such registration requirements, and that in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitely. d. Optionee has the ability to bear the economic risks of Optionee’s investment in the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of loss. e. Optionee acknowledges and agrees that all certificates evidencing the Common Stock issuable hereunder shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.informed with

Representations and Warranties of Optionee. In connection with the grant of the Option hereunder, Optionee hereby represents and warrants to the Company as follows: a. The Option is, and any Common Stock Optionee may acquire pursuant to the exercise of the Option (together with the Option, the “Securities”), will be acquired, by Optionee for investment for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control. b. Optionee understands that the Securities will have not be, been registered under the Securities Act of 1933, as amended (the “Securities Act”), on the basis that the sale of the Securities is exempt from registration under the Securities Act under Section 4(2) thereof, and that the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption from such registration requirements, and that in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitely. d. Optionee has the ability to bear the economic risks of Optionee’s investment in the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no limited financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of loss. e. Optionee acknowledges and agrees that all certificates evidencing the Common Stock issuable hereunder upon the exercise of the Option shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. f. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains Optionee's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the subsequent sale of any shares acquired on exercise; and (b) does not commit to structure the Option to reduce or eliminate Optionee liability for Tax-Related Items.

Representations and Warranties of Optionee. In connection with the grant of the Option hereunder, Optionee hereby represents and warrants to the Company as follows: a. : The Option is, and any Common Stock Optionee may acquire pursuant to the exercise of the Option (together with the Option, the “Securities”), will be acquired, by Optionee for investment for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control. b. . Optionee understands that the Securities will have not be, been registered under the Securities Act of 1933, as amended (the “Securities Act”), on the basis that the sale of the Securities is exempt from registration under the Securities Act under Section 4(2) thereof, and that the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. . Optionee understands and agrees that the Securities may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption from such registration requirements, and that in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitely. d. . Optionee has the ability to bear the economic risks of Optionee’s investment in the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no limited financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of loss. e. . Optionee acknowledges and agrees that all certificates evidencing the Common Stock issuable hereunder upon the exercise of the Option shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains Optionee's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the subsequent sale of any shares acquired on exercise; and (b) does not commit to structure the Option to reduce or eliminate Optionee liability for Tax-Related Items.

Representations and Warranties of Optionee. In connection Optionee is a limited liability company validly existing and in good standing under the laws of the State of Delaware. Optionee has all necessary power and authority to enter into this Agreement, and, in the event that the Option is exercised in accordance with the grant terms of this Agreement, to carry out Optionee’s obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Optionee of this Agreement, and, in the event that the Option is exercised in accordance with the terms of this Agreement, the performance by Optionee of its obligations hereunder and the consummation by Optionee of the Option hereunder, transactions contemplated hereby have been duly authorized by all requisite action on the part of Optionee. Optionee hereby represents has made available to Purchaser complete and warrants to the Company as follows: a. The Option is, correct copies of Optionee’s Certificate of Formation and any Common Stock Optionee may acquire pursuant to the exercise of the Option (together with the Option, the “Securities”), will be acquired, by Optionee for investment for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control. b. Optionee understands that the Securities will not be, registered under the Securities Act of 1933operating agreement, as amended and in effect on the date hereof. Upon the issuance by Optionee to Optionor of the Series Interests, all such interest shall be duly authorized, validly issued, fully paid and non-assessable, and there shall be no liens, pledges, encumbrances, charges, warrants, options, rights (the “Securities Act”including, without limitation, any rights of first offer, rights of first refusal, repurchase, redemption or any other rights), calls or other similar commitments of any nature relating to the Series Interests other than as mutually agreed to in writing by the Optionor and Optionee and as shall be disclosed in the Offering Statement on Form 1-A. Optionee does not have and shall not at the basis that Closing Date have any liabilities other than as shall be disclosed in the sale of Offering Statement on Form 1-A. Optionee does not have and shall not at the Securities is exempt from registration under the Securities Act under Section 4(2) thereofClosing Date have any DocuSign Envelope ID: 04FEDD20-4671-4E27-9DFE-F51CF417ABA8 business, and that the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities may not be sold, transferredoperations, or otherwise disposed of without registration under the Securities Act or an exemption from such registration requirements, and that assets other than as shall other than as shall be disclosed in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitely. d. Optionee has the ability to bear the economic risks of Optionee’s investment in the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss Offering Statement on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of loss. e. Optionee acknowledges and agrees that all certificates evidencing the Common Stock issuable hereunder shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.Form 1-A.

Representations and Warranties of Optionee. In connection Optionee is a limited liability company validly existing and in good standing under the laws of the State of Delaware. Optionee has all necessary power and authority to enter into this Agreement, and, in the event that the Option is exercised in accordance with the grant terms of this Agreement, to carry out Optionee’s obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Optionee of this Agreement, and, in the event that the Option is exercised in accordance with the terms of this Agreement, the performance by Optionee of its obligations hereunder and the consummation by Optionee of the Option hereunder, transactions contemplated hereby have been duly authorized by all requisite action on the part of Optionee. Optionee hereby represents has made available to Purchaser complete and warrants to the Company as follows: a. The Option is, correct copies of Optionee’s Certificate of Formation and any Common Stock Optionee may acquire pursuant to the exercise of the Option (together with the Option, the “Securities”), will be acquired, by Optionee for investment for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control. b. Optionee understands that the Securities will not be, registered under the Securities Act of 1933operating agreement, as amended and in effect on the date hereof. Upon the issuance by Optionee to Optionor of the Series Interests, all such interest shall be duly authorized, validly issued, fully paid and non-assessable, and there shall be no liens, pledges, encumbrances, charges, warrants, options, rights (the “Securities Act”including, without limitation, any rights of first offer, rights of first refusal, repurchase, redemption or any other rights), calls or other similar commitments of any nature relating to the Series Interests other than as mutually agreed to in writing by the Optionor and Optionee and as shall be disclosed in the Offering Statement on Form 1-A. DocuSign Envelope ID: 12658ABA-632B-4F02-8C72-A588CBC7EF02 Optionee does not have and shall not at the basis that Closing Date have any liabilities other than as shall be disclosed in the sale of Offering Statement on Form 1-A. Optionee does not have and shall not at the Securities is exempt from registration under the Securities Act under Section 4(2) thereofClosing Date have any business, and that the Company’s reliance on such exemption is predicated on Optionee’s representations set forth herein. c. Optionee understands and agrees that the Securities may not be sold, transferredoperations, or otherwise disposed of without registration under the Securities Act or an exemption from such registration requirements, and that assets other than as shall other than as shall be disclosed in the absence of an effective registration statement covering such Securities or an available exemption from registration under the Securities Act, such Securities must be held indefinitely. d. Optionee has the ability to bear the economic risks of Optionee’s investment in the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss Offering Statement on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of loss. e. Optionee acknowledges and agrees that all certificates evidencing the Common Stock issuable hereunder shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.Form 1-A.