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

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

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

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

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

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

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

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

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

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 11.1 The Optionee hereby confirmsrepresents and warrants to, and agrees with, the Grantor that: (a) the Optionee is a corporation that this Option is duly organized, validly existing and in good standing under the Option Shares will be acquired for investment laws of the jurisdiction of its organization, and has taken all action necessary for the Optionee’s own account, not as a nominee or agent, execution and not with a view to the resale or distribution delivery of any part thereof, and that this Agreement; (b) the Optionee has no present intention full power and authority to execute and deliver this Agreement, and this Agreement has been duly executed and delivered by the Optionee and constitutes the valid and binding agreement of sellingthe Optionee enforceable in accordance with its terms; (c) the execution and delivery of this Agreement and the consummation of the transactions herein contemplated do not (i) require the consent, granting approval, authorization, registration or qualification of or with any participation ingovernmental authority on the part of the Optionee, or otherwise distributing such Option Shares. Optionee further represents that he does not presently have (ii) conflict with or result in a breach or violation of any contractof the terms and provisions of, undertakingor constitute a default under, the Optionee's certificate of incorporation or by-laws or any indenture, mortgage, deed of trust, lease or other agreement or arrangement with instrument to which the Optionee is a party or by which the Optionee or any Person of the Optionee's properties are bound or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Optionee; (d) the Optionee will not offer, sell, transfer or grant participations to any Person, with respect to this Option or any otherwise dispose of the Common Stock issued upon exercise of the Option Shares. 11.2 unless (i) an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), covers the disposition of such securities or (ii) the Optionee has had an opportunity delivered to ask questions of and receive answers from the Company regarding businessan opinion of counsel, management and financial affairs reasonably satisfactory to the Company, that such offer, sale, transfer or other disposition will not require registration of such securities under the Company and Securities Act; (e) the terms and conditions of the offering of the this Option and the Option Shares. 11.3 Optionee understands that this Option is and the shares of Common Stock issued upon exercise of the Option Shares not been must be held indefinitely unless they are subsequently registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Optionee’s representations as expressed herein. Optionee understands that this Option is and the Option Shares are “restricted securities” under applicable federal and state securities laws and that, pursuant to these laws, the Optionee must hold this Option is and the Option Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Optionee acknowledges has been advised or is aware of the provisions of Rule 144, which permits limited resale of shares subject to the satisfaction of certain conditions, and understand that if such Rule is not now, and may not become, available for resale of the shares of Common Stock issued upon exercise of the Option; and (f) the Optionee has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, investment in the time and manner Common Stock issuable upon exercise of sale, the holding period for the Option and of making an informed decision. The Optionee recognizes that the purchase of the Common Stock issuable upon exercise of the Option Sharesinvolves a substantial degree of risk and has the financial ability to bear the economic risk of this investment. The Optionee has determined that the Common Stock issuable upon exercise of the Option is a suitable investment and at this time he can bear a complete loss of its investment; and (g) prior to or in connection with the execution and delivery of this Agreement, each of the following documents has been duly executed and delivered by each of the respective parties thereto: (i) (x) the First Amendment and Restatement of Services Agreement, dated as of June 13, 1997 (the "Services Agreement"), by and among Contemporary HealthCare Management, Inc., a New Jersey corporation ("CHCM"), the Optionee, the Company and Care Advantage Health Systems, Inc., a Delaware corporation, in the form of Exhibit B hereto, and on requirements relating (y) the related note contemplated by Section 4.3 of the Services Agreement, payable by CHCM to the Company that are outside order of the Optionee’s control, in the form of Exhibit C hereto. (ii) (w) the Administrative Service Agreement, dated as of January 2, 1997 (the "HMO Blue Contract"), by and between Allied Health Group, Inc., a Florida corporation ("Allied"), and which Medigroup of New Jersey, Inc., a New Jersey corporation and wholly owned subsidiary of the Optionee, doing business as HMO Blue ("HMO Blue"), in the form of Exhibit D hereto, (x) the related letter agreement, dated as of March 1, 1997 (the "Side Agreement"), among the Company, Allied and HMO Blue, in the form of Exhibit E hereto, (y) the related letter agreement dated as of March 1, 1997 between the Company is under no obligation and may not be able to satisfyHMO Blue, in the form of Exhibit F hereto, and (z) the related letter agreement dated as of June 13, 1997 between the Company and HMO Blue, in the form of Exhibit G hereto; and (iii) (x) the Credit Agreement, dated as of June 13, 1997, by and among the Company, the Optionee and Summit Bank, a banking institution of the State of New Jersey (the "Bank"), in the form of Exhibit H hereto, and (y) the related Guaranty Agreement, by the Optionee in favor of the Bank, in the form of Exhibit I hereto. 11.4 Optionee is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

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

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 11.1 Optionee The survival periods set out in Section 7.2(b) of the Arrangement Agreement are hereby confirmsincorporated herein by reference and shall be deemed to be a part hereof and shall remain a part hereof even if the Arrangement Agreement is terminated in accordance with its terms and shall also apply to the representations and warranties set forth below. In addition, that this Option is and the Option Shares will be acquired for investment for the Optionee’s own account, not as a nominee or agentacknowledging that the Optionor is entering into this Agreement in reliance thereon, hereby represents and not with a view warrants to the resale or distribution Optionor that as of any part thereof, and that the Effective Date: (a) the Optionee has no present intention the requisite corporate power, authority and capacity to enter into this Agreement, to perform its obligations hereunder and to complete the transactions contemplated by this Agreement. The execution and delivery of sellingthis Agreement, granting any participation in, or otherwise distributing such Option Shares. the performance by the Optionee further represents that he does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to any Person, with respect to this Option or any of its obligations hereunder and the completion by the Optionee of the Option Shares. 11.2 Optionee has had an opportunity to ask questions transactions contemplated by this Agreement have been duly authorized by the board of and receive answers from the Company regarding business, management and financial affairs directors of the Company Optionee and no other corporate proceedings on the part of the Optionee are necessary to authorize the execution and delivery by the Optionee of this Agreement or the performance by the Optionee of its obligations hereunder or the completion by the Optionee of the transactions contemplated hereby; (b) the execution, delivery and performance of this Agreement by the Optionee, and the terms and conditions completion of the offering of transactions contemplated hereby, do not and will not: (i) conflict with or violate the this Option and the Option Shares. 11.3 Optionee understands that this Option is and the Option Shares not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Optionee’s representations as expressed herein. Optionee understands that this Option is and the Option Shares are “restricted securities” under applicable federal and state securities laws and that, pursuant to these laws, the Optionee must hold this Option is and the Option Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Optionee acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Option and the Option Shares, and on requirements relating to the Company that are outside constating documents of the Optionee’s control; (ii) conflict with or result in a default under any agreement, and contract, mortgage, bond or other instrument to which the Company is under no obligation and may not be able to satisfy. 11.4 Optionee is a party or which is binding on their assets; (iii) conflict with or violate any Applicable Law; (iv) result in or give any Person the right to cancel or amend any contractual or other right of the Optionee where such cancellation or amendment would have an “accredited investor” as defined in Rule 501(aadverse effect on the Mining Property; or (v) of Regulation D promulgated require any consent, approval or authorization of, notice to, or registration or filing with, any Governmental Authority or other Person or under any Applicable Law or pursuant to any contract or agreement entered into by the Securities ActOptionee.

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

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