Common use of Securities Law Compliance Clause in Contracts

Securities Law Compliance. The Participant acknowledges that the Option and the shares of Common Stock are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock solely for the Participant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Participant has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stock.

Securities Law Compliance. The Participant acknowledges 5.1 You represent and warrant that you (a) have been furnished with a copy of the Option and the shares of Common Stock are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock solely prospectus for the Participant’s own account, for investment purposes only, Plan and not with a view all information which you deem necessary to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion evaluate the merits and risks of receipt of the shares within Award, (b) have had the meaning of the Securities Act and/or any applicable state securities laws. • The Participant has had an opportunity to ask questions and receive answers from concerning the Corporation regarding information received about the terms Award and conditions the Company, and (c) have been given the opportunity to obtain any additional information you deem necessary to verify the accuracy of any information obtained concerning the Award and the Company. 5.2 You hereby agree that you will in no event sell or distribute all or any part of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise that you receive pursuant to settlement of this Award (the “Shares”) unless (a) there is an effective registration statement under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and any applicable state and foreign securities laws covering any such transaction involving the Shares or (b) the Company receives an opinion of your legal counsel (concurred with by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration. You understand that the Company has no obligation to you to register the Shares with the U.S. Securities and Exchange Commission or any foreign securities regulator and has not represented to you that it will so register the Shares. 5.3 You confirm that you have been advised, prior to your receipt of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware that the Option may be of no practical valueShares, that any value it may have depends on its vesting and exercisability as well as an increase in neither the Fair Market Value offering of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that Shares nor any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that offering materials have been reviewed by any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration regulator under the Securities Act only in certain limited circumstancesor any other applicable securities act (the “Acts”) and that the Shares cannot be resold unless they are registered under the Acts or unless an exemption from such registration is available. 5.4 You hereby agree to indemnify the Company and hold it harmless from and against any loss, claim or liability, including attorneys’ fees or legal expenses, incurred by the Company as a result of any breach by you of, or any inaccuracy in, any representation, warranty or statement made by you in accordance with this Agreement or the breach by you of any terms or conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stock.

Securities Law Compliance. The Participant acknowledges 2.1 Purchaser represents and warrants that (a) Purchaser has been furnished with all information which Purchaser deems necessary to evaluate the merits and risks of the purchase of the Shares; ( b) Purchaser has had the opportunity to ask questions and receive answers concerning the information received about the Shares and the Company; and (c) Purchaser has been given the opportunity to obtain any additional information Purchaser deems necessary to verify the accuracy of any information obtained concerning the Shares and the Company. 2.2 Purchaser hereby confirms that Purchaser has been informed that the Option and the shares of Common Stock are Shares have not being been registered under the federal Securities Act of 1933, as amended (the "Securities Act"), based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable or any state securities laws, as each may be amended laws pursuant to exemptions from time to timeregistration. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges Purchaser further confirms that Purchaser understands that the Corporation’s reliance by the Company on federal and state securities law such exemptions from registration and qualification is predicated, predicated in substantial part, part upon the truth and accuracy of these representations: • The Participant the statements by Purchaser in this Agreement. 2.3 Purchaser hereby represents and warrants that Purchaser is acquiring purchasing the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock solely Shares for the Participant’s Purchaser's own account, for investment purposes only, and not with a view to towards the distribution or an intent to sell, or to offer for resale in connection with any unregistered distribution, public offering of all or any portion part of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Participant has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware Shares. 2.4 Purchaser hereby confirms that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant Purchaser understands that any shares of Common Stock acquired on exercise of because the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated Shares have not been registered under the Securities Act, Purchaser must continue to bear the economic risk of the investment for an indefinite time and the Shares cannot be sold unless the Shares are subsequently registered or an exemption from registration is available. 2.5 Purchaser hereby agrees that Purchaser shall in no event sell or distribute all or any part of the Shares unless (a) there is an effective registration statement under the Securities Act and applicable state securities laws covering any such transaction involving the Shares or (b) the Company receives an opinion of Purchaser's legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration. 2.6 Purchaser hereby consents to the placing of a legend on Purchaser's certificate(s) as presently in effect, with which the Participant is familiar. • The Participant has read and understands the restrictions and limitations substantially set forth in Section 5 hereof and to the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed placing of a stop-transfer order on the Option books of the Company and with any shares of Common Stock which transfer agents against the Shares until the Shares may be acquired upon exercise legally resold or distributed. 2.7 Purchaser hereby confirms that Purchaser understands that at the present time Rule 144 of the OptionSecurities and Exchange Commission (the "SEC") may not be relied on for the resale or distribution of the Shares by Purchaser. • At Purchaser understands that the Company has no time was obligation to Purchaser to register the Shares with the SEC and has not represented to Purchaser that it will register the Shares. 2.8 Purchaser confirms that Purchaser has been advised, prior to Purchaser's purchase of the Shares, that neither the offering of the Shares nor any offering materials have been reviewed by any administrator under the Securities Act, the Washington State Securities Act or any other applicable securities act (the "Acts") and that the Shares have not been registered under any of the Acts and therefore cannot be resold unless they are registered under the Acts or unless an oral representation made exemption from such registration is available. 2.9 Purchaser hereby agrees to indemnify the Participant relating to Company and hold it harmless from and against any loss, claim or liability, including attorneys' fees or legal expenses, incurred by the Option Company as a result of any breach by Purchaser of, or any inaccuracy in, any representation, warranty or statement by Purchaser in this Agreement or the purchase breach by Purchaser of shares any of Common Stock and the Participant was not presented with terms or solicited by any promotional meeting or material relating to the Option or the Common Stockconditions of this Agreement.

Securities Law Compliance. The Participant acknowledges that the Option and the shares of Common Stock are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • · The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock solely for the Participant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • · The Participant has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • · The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • · The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • · The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • · At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stock.

Securities Law Compliance. The Participant acknowledges that the Option and the shares of Common Stock are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities ActAct of 1933, and a comparable exemption from qualification under applicable state securities lawsthe Colorado Securities Act, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation Company and acknowledges that the Corporation’s Company's reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • : 7.1 The Participant is acquiring the Option and, if and when he/she he exercises the Option, will acquire the shares of Common Stock solely for the Participant’s 's own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any Act, the Colorado Securities Act, or other applicable state securities laws. • . 7.2 The Participant has had an opportunity to ask questions and receive answers from the Corporation Company regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • . 7.3 The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation Company such as the Corporation Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • . 7.4 The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “"restricted securities” " under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • . 7.5 The Participant has read and understands the restrictions and limitations set forth in the Plan, Plan and this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • . 7.6 At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stock.

Securities Law Compliance. The Participant acknowledges that the Option and the shares of Common Stock are Ordinary Shares underlying the Option have not being been registered under any securities act (including the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws), as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation Company and acknowledges that the CorporationCompany’s reliance on federal and state applicable securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • : (a) The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock Ordinary Shares solely for the Participant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • . (b) The Participant has had an opportunity to ask questions and receive answers from the Corporation Company regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock Ordinary Shares purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common StockOrdinary Shares. However, in evaluating the merits and risks of an investment in the Common StockOrdinary Shares, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • . (c) The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock Ordinary Shares to an amount in excess of the Exercise Price, and that any investment in common shares the equity of a closely held corporation entity such as the Corporation Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • . (d) The Participant understands that any shares of Common Stock Ordinary Shares acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities lawsSecurities Act, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • . (e) The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock Ordinary Shares underlying the Option which may be acquired upon exercise of the Option. • . (f) At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock Ordinary Shares and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stockunderlying Ordinary Shares.

Securities Law Compliance. The Participant acknowledges Such Investor has been advised that the Option Common Stock and the shares of Common Stock are Warrants and the underlying securities have not being been registered under the Securities Act of 1933, as amended (the “Securities Act”), basedor any state securities laws and, in parttherefore, in reliance upon cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to timerequirements is available. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock Such Investor has not been formed solely for the Participant’s purpose of making this investment and is purchasing the Common Stock and Warrants to be acquired by such Investor hereunder for its own accountaccount for investment, for investment purposes onlynot as a nominee or agent, and not with a view to or an intent to sellto, or to offer for resale in connection with, the distribution thereof. Investor has no present intention of selling, granting any participation in, or otherwise distributing the same and Investor does not have any contract, undertaking, agreement or arrangement with any unregistered distributionperson to sell, transfer, grant any participation in or otherwise distribute all or any portion part of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Participant has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise or Warrants. Such Investor has such knowledge and experience in financial and business matters that such Investor is capable of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an such investment, is able to incur a complete loss of such investment in without impairing such Investor’s financial condition and is able to bear the Common Stock, the Participant has and will rely upon the advice economic risk of his/her own legal counsel, tax advisors, and/or such investment advisors. • The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk . Such Investor is an accredited investor as such term is defined in Rule 501 of loss. • The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration Regulation D under the Securities Act only or such investor, while not an accredited investor, is able to make all other representations in certain limited circumstancesthis Section 2(b). Each Investor further represents that such Investor has had the opportunity to (i) evaluate the Company and its business prospects, including in accordance (ii) review the Company’s filings with the conditions Securities and Exchange Commission (“SEC”) (iii) ask questions of Rule 144 promulgated under the Securities Actmanagement, as presently in effect, (iv) consult with which the Participant is familiar. • The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms)its respective legal and/or tax advisors, and (v) that it has the Exercise Agreement, which are imposed on financial ability to bear the Option risk of loss of its entire investment and any shares periods of Common Stock which may be acquired upon exercise illiquidity. If such Investor is one of up to 35 non-accredited investors such non-accredited investor similarly represent that such non-accredited investor has had the Option. • At no time was an oral representation made opportunity to: (i) evaluate the Company and its business prospects, (ii) review the Company’s filings with the SEC, (iii) ask questions of management, (iv) consult with its respective legal and/or tax advisors, and (v) that such non-accredited investor has the financial ability to bear the Participant relating to the Option or the purchase risk of shares loss of Common Stock its entire investment and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stockperiods of illiquidity.

Securities Law Compliance. The Participant acknowledges that the Option and the shares of Common Stock are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities ActAct of 1933, and a comparable exemption from qualification under applicable state securities lawsthe Colorado Securities Act, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation Company and acknowledges that the CorporationCompany’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • : 7.1 The Participant is acquiring the Option and, if and when he/she he exercises the Option, will acquire the shares of Common Stock solely for the Participant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any Act, the Colorado Securities Act, or other applicable state securities laws. • . 7.2 The Participant has had an opportunity to ask questions and receive answers from the Corporation Company regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • . 7.3 The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation Company such as the Corporation Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • . 7.4 The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • . 7.5 The Participant has read and understands the restrictions and limitations set forth in the Plan, Plan and this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • . 7.6 At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stock.

Securities Law Compliance. The Participant acknowledges that the Option and the shares of Common Stock are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities ActAct of 1933, and a comparable exemption from qualification under applicable state securities lawsthe California Corporate Securities Law, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s 's reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • - The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock solely for the Participant’s 's own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any Act, the California Corporate Securities Law, or other applicable state securities laws. • - The Participant has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • - The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • - The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “"restricted securities” " under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • - The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), the applicable Exercise Agreement, and the Exercise Securityholders Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • - At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stock.

Securities Law Compliance. The Participant acknowledges Such Investor has been advised that the Option Notes and the shares of Common Stock are securities into which the Notes may be converted (collectively, the “Securities”) have not being been registered under the Securities Act, basedor any state securities laws and, in parttherefore, in reliance upon cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Such Investor is aware that the Company is under Securities and Exchange Commission Rule 701 promulgated under no obligation to effect any such registration with respect to the Securities Act, and a comparable or to file for or comply with any exemption from qualification under applicable state securities laws, as each may be amended from time to timeregistration. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock Such Investor has not been formed solely for the Participant’s purpose of making this investment and is purchasing the Notes to be acquired by such Investor hereunder for its own accountaccount for investment, for investment purposes onlynot as a nominee or agent, and not with a view to or an intent to sellto, or to offer for resale in connection with any unregistered distributionwith, all or any portion of the shares distribution thereof, within the meaning of the Securities Act and/or Act, and such Investor has no present intention of selling, granting any applicable state securities laws. • The Participant has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions participation in, or otherwise distributing any of the Option Securities. Such Investor has such knowledge and the restrictions imposed on any shares experience in financial and business matters that such Investor is capable of Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an such investment, is able to incur a complete loss of such investment in without impairing such Investor’s financial condition and is able to bear the Common Stock, the Participant has and will rely upon the advice economic risk of his/her own legal counsel, tax advisors, and/or such investment advisors. • The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk . Such Investor is an accredited investor as such term is defined in Rule 501 of loss. • The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration Regulation D under the Securities Act only and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company. Such Investor has furnished or made available any and all information requested by the Company or otherwise necessary to satisfy any applicable verification requirements as to accredited investor status. Any such information is true, correct, timely and complete. The residency of such Investor (or, in certain limited circumstancesthe case of a partnership or corporation, including in accordance with the conditions Investor’s principal place of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant business) is familiar. • The Participant has read and understands the restrictions and limitations correctly set forth in beneath such Investor’s name on Schedule I hereto. (c) Access to Information. Such Investor acknowledges that the PlanCompany has given such Investor access to the corporate records and accounts of the Company, this Option Agreement (including these Terms)has made its officers and representatives available for interview by such Investor, and the Exercise Agreement, which are imposed on the Option has furnished such Investor with all documents and any shares of Common Stock which may be acquired upon exercise of the Option. • At no time was other information required for such Investor to make an oral representation made informed decision with respect to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common StockNotes.

Securities Law Compliance. The Participant acknowledges Option Holder represents and agrees that the Option option rights hereunder are, and the shares of Common Stock are not being registered under to be acquired upon exercising the Securities Actoption rights will be, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock solely acquired for the Participant’s own account, for investment purposes onlyinvestment, and not with a view to the sale or an intent to selldistribution thereof. The Option Holder also represents and agrees that he (i) has a preexisting personal or business relationship with the Company or one or more of its officers, directors or controlling persons, which relationship consists of personal or business contacts of a nature and duration such that Option Holder is aware of the character, business acumen, and general business and financial circumstance of the person with whom the relationship exists, or to offer for resale (ii) by reason of his business or financial experience is capable of evaluating the risks and merits of an investment in the Company and of protecting his own interests in connection with any unregistered distributionan investment in the Company, all or any portion (iii) is an officer, director or controlling person, including a promoter, of the Company. Option Holder understands and acknowledges that the option rights hereunder and the underlying shares within the meaning of have not been registered under the Securities Act and/or of 1933, as amended (the "Act") or qualified under any state securities laws and that, notwithstanding any other provision in this Agreement to the contrary, the exercise of any rights to purchase shares hereunder is expressly conditioned upon compliance with the Act and all applicable state securities laws. • The Participant has had In the event that the sale of shares is not registered under the Act or is not registered or qualified under applicable state securities laws, but an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of exemption is available which requires an investment representation or other representation, the Option Holder shall represent and agree at the restrictions imposed on any time of exercise that the shares of Common Stock purchased being acquired upon exercise of exercising the Option. The Participant has been furnished withoption rights are being acquired for investment, and/or has access toand not with a view to the sale or distribution thereof, and shall make such information other representations as he or she considers are deemed necessary or appropriate for deciding whether by the Company and its counsel. Certificates evidencing shares acquired under this Agreement in an unregistered transaction may (as deemed necessary by counsel to exercise the Option Company) bear the following restrictive legend (and purchase shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability such other restrictive legends as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” are required or deemed advisable under the federal securities laws, and that, under such laws and provisions of any applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiarlaw): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE SALE OR DISTRIBUTION THEREOF. • The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common StockNO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933."

Securities Law Compliance. The Participant acknowledges 5.1 You represent and warrant that you (a) have been furnished with a copy of the Option and the shares of Common Stock are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock solely prospectus for the Participant’s own account, for investment purposes only, Plan and not with a view all information which you deem necessary to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion evaluate the merits and risks of receipt of the shares within Award, (b) have had the meaning of the Securities Act and/or any applicable state securities laws. • The Participant has had an opportunity to ask questions and receive answers from concerning the Corporation regarding information received about the terms Award and conditions the Company, and (c) have been given the opportunity to obtain any additional information you deem necessary to verify the accuracy of any information obtained concerning the Award and the Company. 5.2 You hereby agree that you will in no event sell or distribute all or any part of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise that you receive pursuant to settlement of this Award (the “Shares”) unless (a) there is an effective registration statement under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and any applicable state and foreign securities laws covering any such transaction involving the Shares or (b) the Company receives an opinion of your legal counsel (concurred with by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration. You understand that the Company has no obligation to you to register the Shares with the U.S. Securities and Exchange Commission or any foreign securities regulator and has not represented to you that it will so register the Shares. 5.3 You confirm that you have been advised, prior to your receipt of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware that the Option may be of no practical valueShares, that any value it may have depends on its vesting and exercisability as well as an increase in neither the Fair Market Value offering of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that Shares nor any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that offering materials have been reviewed by any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration regulator under the Securities Act only in certain limited circumstancesor any other applicable securities act (the “Acts”) and that the Shares cannot be resold unless they are registered under the Acts or unless an exemption from such registration is available. 5.4 You hereby agree to indemnify the Company and hold it harmless from and against any loss, claim or liability, including attorneys' fees or legal expenses, incurred by the Company as a result of any breach by you of, or any inaccuracy in, any representation, warranty or statement made by you in accordance with this Agreement or the breach by you of any terms or conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stock.

Securities Law Compliance. The Participant acknowledges that the Option and the shares of Common Stock are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock solely for the Participant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Participant has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), the Exercise Agreement, the Voting Agreement and the Exercise Co-Sale Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stock.

Securities Law Compliance. The Participant acknowledges 5.1 You represent and warrant that you (a) have been furnished with a copy of the Option and the shares of Common Stock are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock solely prospectus for the Participant’s own account, for investment purposes only, Plan and not with a view all information which you deem necessary to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion evaluate the merits and risks of receipt of the shares within Award, (b) have had the meaning of the Securities Act and/or any applicable state securities laws. • The Participant has had an opportunity to ask questions and receive answers from concerning the Corporation regarding information received about the terms Award and conditions the Company, and (c) have been given the opportunity to obtain any additional information you deem necessary to verify the accuracy of any information obtained concerning the Award and the Company. 5.2 You hereby agree that you will in no event sell or distribute all or any part of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise that you receive pursuant to settlement of this Award (the “Shares”) unless (a) there is an effective registration statement under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and any applicable state and foreign securities laws covering any such transaction involving the Shares or (b) the Company receives an opinion of your legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration. You understand that the Company has no obligation to you to register the Shares with the U.S. Securities and Exchange Commission or any foreign securities regulator and has not represented to you that it will so register the Shares. 5.3 You confirm that you have been advised, prior to your receipt of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware that the Option may be of no practical valueShares, that any value it may have depends on its vesting and exercisability as well as an increase in neither the Fair Market Value offering of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that Shares nor any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that offering materials have been reviewed by any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration regulator under the Securities Act only in certain limited circumstancesor any other applicable securities act (the “Acts”) and that the Shares cannot be resold unless they are registered under the Acts or unless an exemption from such registration is available. 5.4 You hereby agree to indemnify the Company and hold it harmless from and against any loss, claim or liability, including attorneys’ fees or legal expenses, incurred by the Company as a result of any breach by you of, or any inaccuracy in, any representation, warranty or statement made by you in accordance with this Agreement or the breach by you of any terms or conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stock.

Securities Law Compliance. 2.1 The Participant acknowledges that the Option and the shares of Common Stock are not being registered under Shares to be acquired by the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under Buyer (the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may “Securities”) will be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock solely acquired for investment for the ParticipantBuyer’s own account, for investment purposes onlynot as a nominee or agent, and not with a view to the resale or an intent distribution of any part thereof, and the Buyer has no present intention of selling, granting any participation in, or otherwise distributing the same. The Buyer does not presently have any contract, undertaking, agreement or arrangement with any Person to allot, issue, sell, transfer or grant participations to such Person or to offer for resale in connection any third Person, with respect to any unregistered distribution, all or any portion of the shares within Securities. The Buyer has not been formed for the meaning specific purpose of acquiring the Securities Act and/or any applicable state securities laws. • Securities. 2.2 The Participant Buyer has had an opportunity to ask questions discuss the Company’s business, management, financial affairs and receive answers from the Corporation regarding the terms and conditions of the Option offering of the Securities with the Company’s management and has had an opportunity to review the Company’s facilities. 2.3 The Buyer understands that the Securities have not been, and will not be, 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 restrictions imposed on any shares of Common Stock purchased upon exercise accuracy of the OptionBuyer’s warranties as expressed herein. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware Buyer understands that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as Securities are “restricted securities” under the applicable U.S. federal and state securities laws, laws and that, under pursuant to these laws, the Buyer must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such laws registration and applicable regulationsqualification requirements is available. The Buyer acknowledges that the Company has no obligation to register or qualify the Securities, such securities or the Ordinary Shares into which they may be resold without registration under the Securities Act only in certain limited circumstancesconverted, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, for resale except as presently in effect, with which the Participant is familiar. • The Participant has read and understands the restrictions and limitations set forth in the PlanShareholders Agreement. The Buyer further acknowledges that if an exemption from registration or qualification is available, this Option Agreement (including these Terms)it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • At no time was an oral representation made to the Participant requirements relating to the Option or Company which are outside of the purchase of shares of Common Stock Buyer’s control, and which the Participant was Buyer is under no obligation and may not presented with or solicited by any promotional meeting or material relating be able to the Option or the Common Stocksatisfy.

Securities Law Compliance. The Participant Optionee acknowledges that the Option and the shares of Common Stock are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Participant, Optionee by executing this Option Agreement, Agreement hereby makes the following representations to the Corporation Company and acknowledges that the CorporationCompany’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant Optionee is acquiring the Option and, and if and when he/she exercises the Option, Option will acquire the shares of Common Stock solely for the ParticipantOptionee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any other applicable state securities laws. • The Participant has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in In evaluating the merits and risks of an investment in the Common Stock, the Participant Optionee has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant Optionee is knowledgeable about the Company and has a preexisting personal or business relationship with the Company. As a result of such relationship, he/she is familiar with, among other characteristics, its business and financial circumstances and has access on a regular basis to or may request the Company’s condensed consolidated balance sheet and condensed consolidated income statement setting forth information material to the Company’s financial condition, operations and prospects. • The Optionee is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value fair market value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation Company such as the Corporation Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant Optionee understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, that under such laws and applicable regulations, regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant Optionee is familiar. • The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stock.

Securities Law Compliance. The Participant Holder hereby represents, warrants and acknowledges to the Company as follows: (a) It is an “accredited investor” (as such term is defined in paragraph (a) of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “1933 Act”)), and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and making an informed investment decision. (b) It understands that the Option and the shares of Common Stock are Shares have not being been registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under 1933 Act or any applicable state securities laws, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s sale and issuance of the Shares are being made in reliance on federal and state securities law one or more exemptions from registration under the 1933 Act and qualification is predicatedunder applicable registration exemptions from state securities laws. (c) It acknowledges that no agency, in substantial partgovernmental authority, upon regulatory body, stock market or other entity (including, without limitation, the accuracy of these representations: • The Participant Securities and Exchange Commission or any state securities commission) has made any finding or determination as to the merit for investment in, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Shares. (d) It is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock solely Shares for the Participant’s its own account, for investment purposes only, and not with a view to any resale or an intent to sell, or to offer for resale distribution in connection with any unregistered distribution, all or any portion violation of the shares within the meaning registration requirements of the Securities Act and/or 1933 Act; and the Holder will not offer, sell or otherwise transfer any applicable state securities laws. • The Participant of the Shares except under circumstances which will not result in a violation of the 1933 Act. (e) It has been given a reasonable opportunity to review all documents, books and records of the Company pertaining to the investment represented by the Shares, has been supplied with all additional information concerning the Company and the Shares that it has requested, has had an a reasonable opportunity to ask questions of and receive answers from the Corporation regarding the terms and conditions Company or its representatives concerning this investment, all such questions have been answered to its full satisfaction. (f) It acknowledges that no purchase of the Option Shares has resulted from any general solicitation or general advertising (as such terms are used in Regulation D under the 1933 Act), including advertisements, articles, press releases, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (g) It acknowledges that there are significant restrictions and limitations on the restrictions imposed on any shares of Common Stock purchased upon exercise transferability of the OptionShares. The Participant has been furnished with, It consents to the Company giving instructions to its transfer agent and/or has access to, such information as he or she considers necessary or appropriate for deciding whether registrar in order to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • The Participant has read and understands implement the restrictions and limitations on transfer as required under the 1933 Act and as set forth in herein. (h) Until such time as the Plansame is no longer required under applicable requirements of the 1933 Act or applicable state securities laws, this Option Agreement (including these Terms)stock certificates representing the Shares, and all certificates issued in exchange therefor or in substitution thereof, shall bear a legend in substantially the Exercise Agreementfollowing form: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the OptionAS AMENDED (THE "1933 ACT"). • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common StockTHE HOLDER HEREOF, BY ACCEPTING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE STATES SECURITIES LAWS, (C) IN ACCORDANCE WITH RULE 144 UNDER THE 1933 ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) IN ACCORDANCE WITH ANY OTHER EXEMPTION UNDER THE 1933 ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS UPON THE DELIVERY OF A LEGAL OPINION, REASONABLY SATISFACTORY TO THE ISSUER, TO THE FOREGOING EFFECT.”

Securities Law Compliance. The Participant acknowledges (i) Such Investor has been advised that the Option Notes, the Warrants and the shares of Common Stock are underlying securities have not being been registered under the Securities Act, basedor any state securities laws and, in parttherefore, in reliance upon cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Such Investor is aware that, the Company is under Securities and Exchange Commission Rule 701 promulgated under no obligation to effect any such registration with respect to the Securities ActNotes, and a comparable the Warrants or the underlying securities or to file for or comply with any exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock registration. (ii) Such Investor has not been formed solely for the Participant’s purpose of making this investment and is purchasing the Notes or Warrants to be acquired by such Investor hereunder for its own accountaccount for investment, for investment purposes onlynot as a nominee or agent, and not with a view to or an intent to sellto, or to offer for resale in connection with with, the distribution thereof, and Investor has no present intention of selling, granting any unregistered distributionparticipation in, all or any portion of otherwise distributing the shares within the meaning of same. Such Investor is acquiring the Securities Act and/or any applicable state securities laws. • hereunder in the ordinary course of its business. (iii) The Participant Investor, either alone or together with its representatives, has had an opportunity to ask questions such knowledge, sophistication and receive answers from the Corporation regarding the terms experience in financial and conditions business matters that such Investor is capable of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an such investment in the Common StockSecurities, is able to incur a complete loss of such investment without impairing such Investor’s financial condition and is able to bear the Participant has and will rely upon the advice economic risk of his/her own legal counsel, tax advisors, and/or such investment advisors. • The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time. (iv) At the time such Investor was offered the Securities, possibly without returnit was, and at substantial risk of loss. • The Participant understands that any shares of Common Stock acquired on exercise as of the Option date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be characterized either: (i) an “accredited investor” as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration defined in Rule 501(a) under the Securities Act only or (ii) a “qualified institutional buyer” as defined in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated 144A(a) under the Securities Act. Such Investor is not required to be registered as a broker-dealer under Section 15 of the Exchange Act. Such Investor has furnished or made available any and all information requested by the Company or otherwise necessary to satisfy any applicable verification requirements as to accredited investor status. Any such information is true, correct, timely and complete. (v) Such Investor is not purchasing the Securities as presently a result of any advertisement, article, notice or other communication regarding the Securities published in effectany newspaper, with which magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement (vi) The residency of the Participant Investor (or, in the case of a partnership or corporation, such entity’s principal place of business) is familiar. • The Participant has read and understands the restrictions and limitations correctly set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed beneath such Investor’s name on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common StockSchedule I hereto.

Securities Law Compliance. The Participant Buyer acknowledges and agrees that the Option and the shares of Common Stock Accommodation Shares are not being registered issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), based, in part, and are being issued in reliance upon on an exemption from the registration under Securities and Exchange Commission Rule 701 promulgated under requirements of the Securities Act. To facilitate the availability of such exemption, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges recognizing that the Corporation’s reliance Company will rely on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant thereof, Buyer represents and warrants as follows: i. Buyer is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock solely Accommodation Shares for the Participant’s Buyer's own account, account for investment purposes only, only and not as nominee or agent and not with a view to or an intent to sellto, or to offer for resale sale in connection with, a distribution of the Accommodation Shares and with any unregistered distributionno present intention of selling, transferring, granting a participation in or otherwise distributing, the Accommodation Shares, all or any portion of the shares within the meaning of the Securities Act and/or and any applicable state, securities or blue sky laws. ii. Buyer is not a party or subject to or bound by any contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge the Accommodation Shares to any person, and has no present intention to enter into such a contract, undertaking, agreement or arrangement. iii. The Company has advised Buyer that the Accommodation Shares have not been registered under the Securities Act or under the laws of any state securities lawson the basis that the issuance thereof is exempt from such registration, and the Company's reliance on the availability of such exemption is, in part, based upon the accuracy and truthfulness of Buyer's representations contained herein. iv. • The Participant Buyer understands and acknowledges that the Common Stock is registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and that the Company files quarterly, annual and other reports under the Exchange Act containing financial and other information about the Company. Buyer has had an opportunity to obtain such reports and other information as it has deemed appropriate respecting the Company, its business, plans and financial condition, and any other materials or information Buyer has deemed relevant in making the decision to acquire the Accommodation Shares. Buyer has had a reasonable opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Option Company and its representatives, and the restrictions imposed on any shares of Common Stock purchased upon exercise of Company has answered all inquiries that Buyer or Buyer's representatives have put to it. Buyer has taken all the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers steps necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating evaluate the merits and risks of an investment as proposed hereunder. v. Buyer or Buyer's representative has such knowledge and experience in finance, securities, investments and other business matters so as to be able to protect the interests of Buyer in connection with this transaction. vi. Buyer understands that an investment in the Common StockCompany resulting from Buyer's acquisition of the Accommodation Shares involves substantial risk, and Buyer can afford to bear such risks, including, but not limited to, the Participant has risk of loss of Buyer's entire investment. vii. Buyer is not acquiring the Accommodation Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio (and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is not aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares existence of Common Stock to an amount in excess any of the Exercise Priceabove), and that or presented at any investment in common shares seminar or meeting, or any solicitation of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that any shares of Common Stock acquired on exercise subscription by a person other than a representative of the Option will be characterized as “restricted securities” under the federal Company with which Buyer had a pre-existing relationship in connection with investments in securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated generally. viii. The Accommodation Shares have not been registered under the Securities Act, as presently in effectand have issued on the basis of the statutory exemption provided by Section 4(2) of the Securities Act, with which relating to transactions by an issuer not involving any public offering and under similar exemptions under certain state securities laws. Buyer acknowledges that Buyer has been informed by the Participant Company of, or is familiarotherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of securities. • The Participant has read and understands In particular, Buyer agrees that no sale, assignment, or transfer of any of the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms)Accommodation Shares shall be valid or effective, and the Exercise AgreementCompany shall not be required to give any effect to any such sale, which assignment or transfer, unless (i) the sale, assignment or transfer of such securities is registered under the Securities Act, it being understood that the Accommodation Shares are imposed not currently registered for sale and that the Company has no obligation or intention to so register such securities, or (ii) such securities are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act, or (iii) such sale, assignment or transfer is otherwise exempt from registration under the Securities Act. Buyer further understands that an opinion of counsel and other documents may be required to transfer the Accommodation Shares, and the Company will use its best efforts to assist Buyer in any request to remove any restrictive legend on the Option certificates representing the Accommodation Shares when permissible under Rule 144, including without limitation instructing the Company's counsel to promptly issue any customary opinion to the Company's transfer agent with respect thereto. Buyer acknowledges that each certificate or certificates evidencing any Accommodation Shares shall bear the following or a substantially similar legend and any shares of Common Stock which such other legends as may be acquired upon exercise of the Optionrequired by state blue sky laws: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common StockTHESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION, UNDER THE SECURITIES ACT OF 1933 AND APPROPRIATE STATE SECURITIES LAWS. FURTHERMORE, NO OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS TO TAKE PLACE UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

Securities Law Compliance. The Participant acknowledges that the Option Aarox xxxresents and warrants, and covenants to Outback and OSI that: (a) Aarox xxx received all schedules and exhibits and the shares documents furnished to ARG pursuant to SECTION 4.8; (b) Aarox xxx had the opportunity to ask questions of Common Stock are not being registered under and receive answers from representatives of the Securities Act, based, in part, in reliance upon an exemption from registration under Securities management of OSI concerning the terms and Exchange Commission Rule 701 promulgated under conditions of the Securities Act, transactions contemplated hereby and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations obtain all additional information that OSI possesses or could acquire without unreasonable expense that is necessary to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon verify the accuracy of these representations: • The Participant is acquiring information furnished to Aarox. (c) OSI and Outback have furnished him with all information requested and full access to materials concerning OSI and Outback which the Option andAarox and/or his advisors deemed necessary to properly evaluate the Merger. Such information and access have been made available and utilized to the extent Aarox xxxsiders necessary and advisable in making an informed investment decision, if and when he/she exercises Aarox xxx consulted his own tax advisor and understands the Option, will acquire evaluation of such materials may require the shares assistance of experts and Aarox xxx utilized such experts to the extent deemed necessary. (d) Aarox xxxerstands that the OSI Common Stock to be received is an investment of a speculative nature and Aarox xxxt bear the risks thereof for an indefinite period of time. Aarox xxx adequate means for providing for his needs, is able to bear the economic risk of the investment and has no need for liquidity in the OSI Common Stock to be received in the Merger. (e) Aarox xxx/or his representatives or advisors who have acted with or on behalf of Aarox xxx who have advised Aarox xx this matter have such knowledge and experience in financial and business matters that Aarox xx capable of evaluating the merits and risks of the Merger for OSI Common Stock. (f) Aarox xx participating in the Merger solely for the Participant’s own account, for investment purposes onlyhis account as a private investment, and not with a view Aarox xxx no present agreement, understanding, arrangement or intention to sell or an intent to sell, or to offer for resale in connection with any unregistered distribution, transfer all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Participant has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of OSI Common Stock to an amount be issued in excess of the Exercise Price, Merger to any other person or persons. Aarox xxxs not presently intend to enter into any such agreement or undertaking and that there are no present circumstances which will compel Aarox xx sell any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that any shares of OSI Common Stock acquired on exercise so received. Aarox xxxl not sell or otherwise transfer the shares (except for de minimis gifts of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration shares) unless they are registered under the Securities Act only in certain limited circumstancesand applicable state securities laws or, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • The Participant has read and understands the restrictions and limitations set forth in the Planopinion of OSI and its counsel, this Option Agreement an exemption from registration is available therefor. (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of g) The investment by Aarox xx OSI Common Stock which may be acquired upon exercise of the Option. • At no time was an oral representation made pursuant to the Participant relating to Merger is a suitable investment for Aarox xxxen the Option or the purchase investment goals and objectives of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common StockAarox.

Securities Law Compliance. The Participant acknowledges that the Option and the shares of Common Stock are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant HoldCo (a) is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of its Class B Common Stock solely Units for the Participant’s its own account, account for investment purposes onlypurposes, and not with a view to or an intent to sellintention of distribution, resale, granting any participation in, or otherwise distributing the same, and agrees not to offer for resale in connection with any unregistered distribution, all sell or any portion otherwise dispose of the shares Class B Common Units except in strict compliance with the terms of the LLC Agreement and applicable securities Laws; (b) is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and/or Act; (c) recognizes that no federal or state agency has made any applicable state securities laws. • The Participant finding or determination as to the fairness of an investment in Triller, nor any recommendation or endorsement of an investment in Triller; (d) has conducted its own analysis and investigation with respect to its investment in the Class B Common Units and has had an opportunity to ask questions discuss Xxxxxxx’x business, management, financial affairs and receive answers from the Corporation regarding the terms and conditions of the Option Exchange with Xxxxxx’s management and Xxxxxxx’x management; (e) understands that the Class B Common Units have not been and will not be 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 restrictions imposed on any shares accuracy of Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information HoldCo’s representations as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware expressed herein; (f) understands that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Class B Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as Units are “restricted securities” under the applicable U.S. federal and state securities laws, laws and that, under pursuant to these laws, HoldCo must hold the Class B Common Units indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such laws registration and applicable regulationsqualification requirements is available; (g) acknowledges that Triller has no obligation to register or qualify the Class B Common Units; (h) acknowledges that if an exemption from registration or qualification is available, such securities it may be resold without registration conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Class B Common Units, and on requirements relating to Triller which are outside HoldCo’s control and which Triller is under no obligation and may not be able to satisfy; and (i) understands that no public market now exists for the Securities Act only in certain limited circumstancesClass B Common Units, and Triller has made no assurances that a public market will ever exist for the Class B Common Units. Neither HoldCo nor any of its affiliates has either directly or indirectly, including through a broker or finder, (a) engaged in accordance any general solicitation or (b) published any advertisement in connection with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common StockExchange.

Securities Law Compliance. The Participant acknowledges that the Option and the shares of Class A Common Stock are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Class A Common Stock solely for the Participant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Participant has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Option and the restrictions imposed on any shares of Class A Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Class A Common Stock. However, in evaluating the merits and risks of an investment in the Class A Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Class A Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that any shares of Class A Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), the Exercise Agreement and the Exercise Stockholders’ Agreement, which are imposed on the Option and any shares of Class A Common Stock which may be acquired upon exercise of the Option. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Class A Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Class A Common Stock.

Securities Law Compliance. The Participant acknowledges that the Option and the shares of Common Stock are Class A Ordinary Shares underlying the Option have not being been registered under any securities act (including the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws), as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation Company and acknowledges that the CorporationCompany’s reliance on federal and state applicable securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • : (a) The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock Class A Ordinary Shares solely for the Participant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • . (b) The Participant has had an opportunity to ask questions and receive answers from the Corporation Company regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock Class A Ordinary Shares purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common StockClass A Ordinary Shares. However, in evaluating the merits and risks of an investment in the Common StockClass A Ordinary Shares, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • . (c) The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock Class A Ordinary Shares to an amount in excess of the Exercise Price, and that any investment in common shares the equity of a closely held corporation entity such as the Corporation Company is non-non- marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • . (d) The Participant understands that any shares of Common Stock Class A Ordinary Shares acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities lawsSecurities Act, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • . (e) The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock Class A Ordinary Shares underlying the Option which may be acquired upon exercise of the Option. • . (f) At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock Class A Ordinary Shares and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stockunderlying Class A Ordinary Shares.

Securities Law Compliance. The Participant acknowledges that (a) In connection with the Option Share Grants provided herein, Executive hereby represents and warrants to the shares Company as of Common Stock are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities lawsSeparation Date, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporationfollows: (i) As a result of Executive’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock solely for the Participant’s own account, for investment purposes only, and not with a view to or prior status as an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion officer of the shares within Company, Executive has a pre-existing business relationship with the meaning of Company and its officers, directors and controlling persons and through such relationships can reasonably be assumed by the Securities Act and/or any applicable state securities laws. • The Participant has had an opportunity Company to ask questions and receive answers from have the Corporation regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether capacity to exercise the Option and purchase shares of Common Stock. However, in evaluating evaluate the merits and risks of an investment in the Common StockCompany and to protect Executive’s own interests in connection with this transaction; (ii) Executive has heretofore discussed the Company and its plans, operations and financial condition with the Participant has and will rely upon the advice of his/her own legal counselCompany’s officers, tax advisors, and/or investment advisors. • The Participant is aware knows that the Option may Company continues to be of no practical value, that any value it may have depends on its vesting a highly speculative business and exercisability has heretofore received all such information as well as Executive has deemed necessary and appropriate to enable Executive to evaluate the financial risk inherent in making an increase investment in the Fair Market Value shares of common stock of the underlying shares of Common Stock Company subject to an amount in excess the Share Grants (the “Shares”), and Executive has received satisfactory and complete information concerning the business and financial condition of the Exercise Price, Company in response to all inquiries in respect thereof; (iii) Executive understands that an investment in the Shares is speculative and that any possible profits therefrom are uncertain; (iv) Executive is able to bear the economic risks of the investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested Shares for an indefinite period of time, possibly without return, ; and (v) Executive is acquiring the Shares for his own account and at substantial risk of loss. • The Participant understands not with a view to their resale or distribution. (b) Executive acknowledges that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration Shares have not been registered under the Securities Act only of 1933 (the “Securities Act”), and are being issued to him in certain limited circumstances, including in accordance reliance upon the exemption from such registration provided by Regulation D of the Securities Act and the corresponding state security law exemption applicable to stock issuances to investors whose preexisting business relationship with the conditions issuing company provides the investor with enough knowledge and experience regarding the financial and business matters of Rule 144 promulgated the issuing company to reach an informed and knowledgeable decision regarding the merits and risks of the investment. (c) Executive hereby confirms that he has been informed that the Shares constitute restricted securities under the Securities Act and may not be resold or transferred unless the Shares are first registered under the Federal securities laws or unless an exemption from such registration is available. Accordingly, Executive acknowledges that he is prepared to hold the Shares for an indefinite period. (d) Executive agrees that he will make no disposition of the Shares unless and until he has provided the Company with an opinion of counsel, in form and substance reasonably satisfactory to the Company, that (i) the proposed disposition does not require registration of the Shares under the Securities Act, as presently in effect, or (ii) all appropriate action necessary for compliance with which the Participant is familiar. • The Participant registration requirements of the Securities Act or of any exemption from registration available under the Securities Act has read and understands been taken. (e) In order to reflect the restrictions and limitations set forth on disposition of the Shares, the stock certificates for the Shares will be endorsed with a restrictive legend substantially in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise form of the Option. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stockfollowing: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING THESE SECURITIES OR (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THIS CORPORATION) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.”

Securities Law Compliance. The Participant Grantee acknowledges that the Option and the shares of Common Stock Shares are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities ActAct of 1933, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The ParticipantGrantee, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant Grantee is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock Shares solely for the ParticipantGrantee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares Common Shares within the meaning of the Securities Act and/or any Act, or other applicable state securities laws. • The Participant Grantee has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock Shares purchased upon exercise of the Option. The Participant Grantee has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common StockShares. However, in evaluating the merits and risks of an investment in the Common StockShares, the Participant Grantee has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant Grantee is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock Shares to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant Grantee understands that any shares of Common Stock Shares acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant Grantee is familiar. • The Participant Grantee has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock Shares which may be acquired upon exercise of the Option. • At no time was an oral representation made to the Participant Grantee relating to the Option or the purchase of shares of Common Stock Shares and the Participant Grantee was not presented with or solicited by any promotional meeting or material relating to the Option or the Common StockShare.

Securities Law Compliance. The Participant acknowledges that the Option and the shares of Common Stock are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The ParticipantIndividual, by executing this Option Agreement, hereby makes the following representations to the Corporation Company and acknowledges that the CorporationCompany’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant Individual is acquiring the Option and, if and when he/she he exercises the Option, will acquire the shares of Common Stock Shares solely for the ParticipantIndividual’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares Common Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) and/or any applicable state securities laws. • The Participant Individual has had an opportunity to ask questions and receive answers from the Corporation Company regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock Shares purchased upon exercise of the Option. The Participant Individual has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common StockShares. However, in evaluating the merits and risks of an investment in the Common StockShares, the Participant Individual has and will rely upon the advice of his/her own legal counsel, tax advisors, advisors and/or investment advisors. • The Participant Individual is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability exercisability, as well as an increase in the Fair Market Value fair market value of the underlying shares of Common Stock Shares to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant Individual understands that any shares of Common Stock Shares acquired on exercise of the Option will be characterized as “restricted securities” under the U.S. federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant Individual is familiar. • The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • At no time was an oral representation made to the Participant Individual relating to the Option or the purchase of shares of Common Stock Shares underlying the Option and the Participant Individual was not presented with or solicited by any promotional meeting or material relating to the Option or the Common StockShares.

Securities Law Compliance. (i) The Participant acknowledges that Company has been represented by such legal and tax counsel and others as the Option Company has found necessary to consult concerning this transaction, and such representation has included an examination of applicable documents and an analysis of tax, financial and securities law aspects. The Company, together with such counsel and advisors, have sufficient knowledge and experience in business and financial matters to evaluate the information furnished and the shares merits and risks of Common Stock are not being registered under information contemplated by this Agreement and to make an informed investment decision with respect thereto; (ii) Buyer has made available to the Securities ActCompany, basedits counsel and advisors, prior to the date hereof, the opportunity to ask questions of and to receive answers from Buyer and its representatives, concerning the terms and conditions of the Acquisition and access to obtain any information, documents, financial statements and records relative to Buyer, its business and an investment in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities ActBuyer, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time necessary to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon verify the accuracy of these representations: • any information furnished. All materials and information requested by Buyer, its counsel and advisors, including any information requested to verify any information furnished to Buyer, has been made available; (iii) The Participant Company is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of receiving Buyer's Common Stock solely for the Participant’s its own account, for investment purposes only, and not with a view to or an intent for the transfer, assignment, resale or distribution thereof in whole or in part, except that Buyer's Common Stock may be distributed to sell, or to offer for resale in connection with any unregistered distribution, all or any portion the shareholders of the shares within Company as part of any partial or complete liquidation of the Company or as a dividend to the Company's members. There is no prearranged plan to dispose of the Buyer's Common Stock. The Company understands the meaning and legal consequences of the foregoing representations and warranties. The Company is not an "underwriter" of the securities as that term is defined in Section 2(11) of the Securities Act and/or of 1933 (the "1933 Act") and the Company will not take or cause any applicable state securities laws. • The Participant has had action to be taken that would cause the Company to be deemed an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions "underwriter" of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise of the Option. securities; (iv) The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware Company understands that the Option may be issuance of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Buyer's Common Stock to an amount in excess the Company has not been registered under the 1933 Act nor pursuant to the provisions of the Exercise Price, and that securities or other laws of any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of lossapplicable jurisdictions. • The Participant Company further understands that any shares of the Buyer's Common Stock acquired on exercise cannot be sold, assigned or otherwise disposed of the Option will be characterized as “restricted securities” under the federal securities lawsuntil such sale, and that, under such laws and applicable regulations, such securities may be resold without assignment or disposition is registered or an exemption from registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stockavailable.

Securities Law Compliance. (a) Each of the Shareholders agrees that all offers and sales of the Lineo Shares prior to one year after the Closing shall be made only in accordance with the provisions of Rule 904 under the Securities Act, pursuant to registration of the Lineo Shares under the Securities Act; or pursuant to an available exemption from the registration requirements of the Securities Act; and not to engage in hedging transactions with regard to the Lineo Shares prior to one year after the Closing unless in compliance with the Securities Act. (b) The Participant acknowledges Shareholders acknowledge that the Option Lineo Shares have not been registered under the Securities Act and may not be offered or sold in the shares of Common Stock United States or to U.S. persons (other than distributors) unless the Lineo Shares are not being registered under the Securities Act, based, in part, in reliance upon or an exemption from the registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock solely for the Participant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning provisions of the Securities Act and/or any applicable state securities lawsis available. • The Participant has had an opportunity to ask questions and receive answers from Shareholders further acknowledge that hedging transactions involving the Corporation regarding Lineo Shares may not be conducted unless in compliance with the terms and conditions Securities Act. (c) Each of the Option Shareholders represents to Lineo that he has such knowledge and the restrictions imposed on any shares experience in financial and business matters that he is capable of Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of the investment contemplated by this Agreement and making an informed investment in decision with respect thereto. Each of the Common StockShareholders represents and understands that he is responsible for his own due diligence investigation and satisfying his own due diligence requirements and shall not be entitled to rely on the due diligence investigation of any other person or entity. Each of the Shareholders represents to Lineo that he is acquiring the Lineo Stock for his own account, for investment only and not with a view to, or any present intention of, effecting a distribution of such securities or any part thereof except pursuant to a registration or an available exemption under applicable law. Each of the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware Shareholders acknowledges that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Lineo Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration has not been registered under the Securities Act only in certain limited circumstances, including in accordance with of 1933 or the conditions securities laws of Rule 144 promulgated any state or other jurisdiction and cannot be disposed of unless it is subsequently registered under the Securities Act, as presently in effect, with which the Participant is familiar. • The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option Act and any shares of Common Stock which may be acquired upon exercise applicable state laws or exemption from such registration is available. Each of the Option. • At Shareholders represents that there are no time was an oral representation claims for investment banking fees, brokerage commissions, finder's fees or similar compensation (exclusive of professional fees to lawyers and accountants) in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made to the Participant relating to the Option by or the purchase on behalf of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stocksuch Shareholder.

Securities Law Compliance. The Participant acknowledges (a) In connection with the issuance of the BE Stock as of the Closing, the Shareholders have been advised and understand and agree that the Option and issuance by the shares Company to the Shareholders of Common the BE Stock are will not being be registered under the Securities Act, basednor qualified under any state securities laws before the Closing, on the ground (among others) that no distribution or public offering of the BE Stock is to be effected in connection with the issuance to such Shareholder as contemplated herein and, in partissuing the BE Stock to such Shareholder hereunder, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance Company is relying on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy and completeness of these representations: • the representations of the Shareholder set forth in this Section 4.26(a). (b) The Participant Shareholder is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common BE Stock solely for the Participant’s Shareholder's own account, for investment purposes only, and not with a view to distribution or resale thereof. The Shareholder will immediately notify the Company if such intent changes prior to the Closing. The Shareholder's only present intention to sell the BE Stock would be pursuant to an intent effective registration and qualification under applicable federal and states securities law or pursuant to sell, the Substitution Right. (c) The Shareholder acknowledges that the Shareholder has been informed and understands that the BE Stock may not be sold or to offer for resale transferred except in connection compliance with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or or any applicable state securities lawsexemption thereunder, and there is no assurance that any exemption from registration, including Rule 144, under the Securities Act will become available to permit resales of the BE Stock. • This acknowledgement does not limit or constitute a waiver of the Company's obligations set forth in Sections 2.5 and 8.5. (d) The Participant Shareholder (i) is familiar with the business of the Company, (ii) has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions discuss with representatives of the Option Company the condition of and prospects for the continued operation of the Company and such other matters as the Shareholder deemed appropriate in considering whether to invest in the BE Stock, and (iii) has been provided access to publicly available information about the Company requested by the Shareholder. (e) The Shareholder has made the Shareholder's own investigation whether or not to exchange the Maynxxx Xxxres for the BE Stock and the restrictions imposed on any shares of Common Stock purchased upon exercise of Shareholder has sufficient business and financial experience so as to enable the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether Shareholder to exercise the Option and purchase shares of Common Stock. However, in evaluating evaluate the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance associated with the conditions BE Stock and the transactions contemplated by this Agreement. (f) The Shareholder is an accredited investor and sophisticated, as defined under Sections 501(a) and 506, respectively, of Rule 144 Regulation D promulgated under the Securities Act, as presently in effect, with which . (g) The Shareholder acknowledges and agrees that the Participant is familiar. • The Participant has read and understands certificates representing the restrictions and limitations set forth BE Stock shall contain a restrictive legend substantially in the Planform below: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, this Option Agreement AS AMENDED (including these TermsTHE "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (h) The Shareholder's investor representations made in any separately signed writing are true and were true when made. (i) The Shareholder acknowledges that he has been fully informed of, and has had full opportunity to discuss with the Exercise AgreementCompany's management, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise status of the Option. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock Company and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stockits operating, investment, financial and strategic plans.

Securities Law Compliance. The Participant acknowledges that the Option Coblx xxxresents and warrants, and covenants to Outback and OSI that: (a) Coblx xxx received all schedules and exhibits and the shares documents furnished to COBLX, XXC. pursuant to SECTION 4.8; (b) Coblx xxx had the opportunity to ask questions of Common Stock are not being registered under and receive answers from representatives of the Securities Act, based, in part, in reliance upon an exemption from registration under Securities management of OSI concerning the terms and Exchange Commission Rule 701 promulgated under conditions of the Securities Act, transactions contemplated hereby and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations obtain all additional information that OSI possesses or could acquire without unreasonable expense that is necessary to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon verify the accuracy of these representations: • The Participant is acquiring information furnished to Coblx. (c) OSI and Outback have furnished him with all information requested and full access to materials concerning OSI and Outback which Coblx xxx/or his advisors deemed necessary to properly evaluate the Option andMerger. Such information and access have been made available and utilized to the extent Coblx xxxsiders necessary and advisable in making an informed investment decision, if and when he/she exercises Coblx xxx consulted his own tax advisor and understands the Option, will acquire evaluation of such materials may require the shares assistance of experts and Coblx xxx utilized such experts to the extent deemed necessary. (d) Coblx xxxerstands that the OSI Common Stock to be received is an investment of a speculative nature and Coblx xxxt bear the risks thereof for an indefinite period of time. Coblx xxx adequate means for providing for his needs, is able to bear the economic risk of the investment and has no need for liquidity in the OSI Common Stock to be received in the Merger. (e) Coblx xxx/or his representatives or advisors who have acted with or on behalf of Coblx xxx who have advised Coblx xx this matter have such knowledge and experience in financial and business matters that Coblx xx capable of evaluating the merits and risks of the Merger for OSI Common Stock. (f) Coblx xx participating in the Merger solely for the Participant’s own account, for investment purposes onlyhis account as a private investment, and not with a view Coblx xxx no present agreement, understanding, arrangement or intention to sell or an intent to sell, or to offer for resale in connection with any unregistered distribution, transfer all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Participant has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of OSI Common Stock to an amount be issued in excess of the Exercise Price, Merger to any other person or persons. Coblx xxxs not presently intend to enter into any such agreement or undertaking and that there are no present circumstances which will compel Coblx xx sell any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that any shares of OSI Common Stock acquired on exercise so received. Coblx xxxl not sell or otherwise transfer the shares (except for DE MINIMIS gifts of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration shares) unless they are registered under the Securities Act only and applicable state securities laws or, in certain limited circumstancesthe opinion of OSI and its counsel, including an exemption from registration is available therefor. (g) The investment by Coblx xx OSI Common Stock pursuant to the Merger is a suitable investment for Coblx xxxen the investment goals and objectives of Coblx. (h) Coblx xxxees to indemnify and hold OSI and Outback and each of their respective officers, directors and advisors harmless against all liability arising out of or in accordance connection with any purchase, resale or distribution by Coblx xx any OSI Common Stock received hereby which is effected other than in strict compliance with the conditions terms hereof and applicable law. (i) Coblx xxxerstands that the shares of Rule 144 promulgated OSI Common Stock to be issued in the Merger will not be registered under the Securities Act, as presently in effect, with which the Participant is familiar. • The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms)nor any state securities laws, and the Exercise Agreement, which are imposed on the Option and any shares of such OSI Common Stock which may not be acquired upon exercise of the Optionsold or transferred except in compliance with such laws. • At no time was an oral representation made Neither OSI nor Outback will have any obligation to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by register any promotional meeting or material relating to the Option or the such OSI Common Stock. (j) Coblx xxxerstands that OSI will place an appropriate legend on the certificate representing OSI Common Stock to be received restricting the transfer of the shares and stop-transfer instructions will be given to the transfer agent for the OSI Common Stock with respect to such certificates. (k) Coblx xx a natural person (i) whose net worth (the excess of total assets over total liabilities), individually or jointly with his spouse, exceeds $1,000,000 (inclusive of the value of home, home furnishings and automobiles); or (ii) who had an Individual Annual Adjusted Gross Income in excess of $200,000 in each of the two most recent tax years or joint income with Coblx'x xxxuse in excess of $300,000 in each of those years and reasonably expects to reach the same income level in the current tax year.

Securities Law Compliance. The Participant acknowledges (a) In connection with the issuance of the BE Stock as of the Closing, the Shareholders have been advised and understand and agree that the Option and issuance by the shares Company to the Shareholders of Common the BE Stock are will not being be registered under the Securities Act, basednor qualified under any state securities laws before the Closing, on the ground (among others) that no distribution or public offering of the BE Stock is to be effected in connection with the issuance to such Shareholder as contemplated herein and, in partissuing the BE Stock to such Shareholder hereunder, the Company is relying on the accuracy and completeness of the representations of the Shareholder set forth in reliance upon this Section 4.26. This acknowledgement does not limit or constitute a waiver of the Company's obligation set forth in Section 8.5. (b) The Shareholder is acquiring the BE Stock for the Shareholder's own account, for investment and not with a view to distribution or resale thereof. The Shareholder will immediately notify the Company if such intent changes prior to the Closing. The Shareholder's only present intention to sell the BE Stock would be pursuant to an effective registration and qualification under applicable federal and states securities law. This acknowledgement does not limit or constitute a waiver of the Company's obligation set forth in Section 8.5. (c) The Shareholder acknowledges that the Shareholder has been informed and understands that the BE Stock may not be sold or transferred except in compliance with the Securities Act or any exemption thereunder, and there is no assurance that any exemption from registration registration, including Rule 144, under the Securities Act will become available to permit resales of the BE Stock. This acknowledgement does not limit or constitute a waiver of the Company's obligation set forth in Section 8.5. (d) The Shareholder (i) is familiar with the business of the Company, (ii) has had an opportunity to discuss with representatives of the Company the conditions of and Exchange Commission Rule 701 prospects for the continued operation of the Company and such other matters as the Shareholder deemed appropriate in considering whether to invest in the BE Stock, and (iii) has been provided access to publicly available information about the Company requested by the Shareholder. (e) The Shareholder has made the Shareholder's own investigation whether or not to exchange the TLW Shares for the BE Stock and the Shareholder has sufficient business and financial experience so as to enable the Shareholder to evaluate the merits and risks associated with the BE Stock and the transactions contemplated by this Agreement. (f) The Shareholder is able to bear the economic risk of a total loss of the investment in the Company, and the Shareholder has adequate means of providing for the current needs and foreseeable personal contingencies and has no need for the Shareholder's investment in the BE Stock to be liquid. (g) The Shareholder acknowledges and agrees that the certificates representing the BE Stock shall contain a restrictive legend substantially in the form below: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (h) The Shareholder is an accredited investor, and sophisticated, as defined under Section 501(a) of Regulation D promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, except as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock solely for the Participant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Participant has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement Schedule 4.26(h) (including these Terms)i) The Shareholder acknowledges that he has been fully informed of, and has had full opportunity to discuss with the Exercise AgreementCompany's management, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise status of the Option. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock Company and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stockits operating, investment, financial and strategic plans.

Securities Law Compliance. The Participant acknowledges that the Option and the shares of Common Stock are Restricted Shares have not being been registered under any securities act (including the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws), as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation Company and acknowledges that the CorporationCompany’s reliance on federal and state applicable securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • : (a) The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock Restricted Shares solely for the Participant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • . (b) The Participant has had an opportunity to ask questions and receive answers from the Corporation Company regarding the terms and conditions of the Option Restricted Shares and the restrictions imposed on any shares of Common Stock purchased upon exercise of the Optionvested Restricted Shares. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise acquire the Option and purchase shares of Common StockRestricted Shares. However, in evaluating the merits and risks of an investment in the Common StockRestricted Shares, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • . (c) The Participant is aware that the Option Restricted Shares may be of no practical value, that any value it they may have depends on its the vesting and exercisability of the Restricted Shares as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise PriceRestricted Shares, and that any investment in common shares the equity of a closely held corporation entity such as the Corporation Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • . (d) The Participant understands that any shares of Common Stock acquired on exercise of the Option Restricted Shares, whether vested or unvested, will be characterized as “restricted securities” under the federal securities lawsSecurities Act, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • . (e) The Participant has read and understands the restrictions and limitations set forth in the Plan, Plan and this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • Restricted Shares. (f) At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock Restricted Shares and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common StockRestricted Shares.

Securities Law Compliance. The Participant Optionee acknowledges that the Option and the shares of Common Stock are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The ParticipantOptionee, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • · The Participant Optionee is acquiring the Option and, if and when he/she he exercises the Option, will acquire the shares of Common Stock solely for the ParticipantOptionee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Participant has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in · In evaluating the merits and risks of an investment in the Common Stock, the Participant Optionee has and will rely upon the advice of his/her his own legal counsel, tax advisors, and/or investment advisors. • · The Participant Optionee is knowledgeable about the Corporation and has a preexisting personal or business relationship with the Corporation. As a result of such relationship, he is familiar with, among other characteristics, its business and financial circumstances and has access on a regular basis to or may request the Corporation’s condensed consolidated balance sheet and condensed consolidated income statement setting forth information material to the Corporation’s financial condition, operations and prospects. · The Optionee is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • · The Participant Optionee understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant Optionee is familiar. • · The Participant Optionee has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), ) and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • · At no time was an oral representation made to the Participant Optionee relating to the Option or the purchase of shares of Common Stock and the Participant Optionee was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stock. · The Optionee either (1) has an individual net worth, or joint net worth with his spouse, of more than $1,000,000; (2) has had individual net income in excess of $200,000 in each of the two most recent years (or joint net income with his spouse in excess of $300,000 in each of those years) and reasonably expects to reach that same income level in the current year; or (3) is an “Executive Officer” of the Corporation as defined in Rule 501(f) of the Securities Act.

Securities Law Compliance. The Participant acknowledges that the Option and the shares of Common Stock Ordinary Shares are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation Company and acknowledges that the CorporationCompany’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock Ordinary Shares solely for the Participant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Participant has had an opportunity to ask questions and receive answers from the Corporation Company regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock Ordinary Shares purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common StockOrdinary Shares. However, in evaluating the merits and risks of an investment in the Common StockOrdinary Shares, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock Ordinary Shares to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that any shares of Common Stock Ordinary Shares acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock Ordinary Shares which may be acquired upon exercise of the Option. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock Ordinary Shares and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common StockOrdinary Shares.

Securities Law Compliance. The Participant acknowledges (a) In connection with the issuance of the BE Stock as of the Closing, the Shareholders have been advised and understand and agree that the Option and issuance by the shares Company to the Shareholders of Common the BE Stock are will not being be registered under the Securities Act, basednor qualified under any state securities laws before the Closing, on the ground (among others) that no distribution or public offering of the BE Stock is to be effected in connection with the issuance to such Shareholder as contemplated herein and, in partissuing the BE Stock to such Shareholder hereunder, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance Company is relying on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy and completeness of these representations: • the representations of the Shareholder set forth in this Section 4.26(a). (b) The Participant Shareholder is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common BE Stock solely for the Participant’s Shareholder's own account, for investment purposes only, and not with a view to distribution or resale thereof. The Shareholder will immediately notify the Company if such intent changes prior to the Closing. The Shareholder's only present intention to sell the BE Stock would be pursuant to an intent to sell, effective registration and qualification under applicable federal and states securities law. (c) The Shareholder acknowledges that the Shareholder has been informed and understands that the BE Stock may not be sold or to offer for resale transferred except in connection compliance with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or or any applicable state securities lawsexemption thereunder, and there is no assurance that any exemption from registration, including Rule 144, under the Securities Act will become available to permit resales of the BE Stock. • This acknowledgement does not limit or constitute a waiver of the Company's obligation set forth in Section 8.5. (d) The Participant Shareholder (i) is familiar with the business of the Company, (ii) has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions discuss with representatives of the Option Company the condition of and prospects for the continued operation of the Company and such other matters as the Shareholder deemed appropriate in considering whether to invest in the BE Stock, and (iii) has been provided access to publicly available information about the Company requested by the Shareholder. (e) The Shareholder has made the Shareholder's own investigation whether or not to exchange the Xxxxx Shares for the BE Stock and the restrictions imposed on any shares of Common Stock purchased upon exercise of Shareholder has sufficient business and financial experience so as to enable the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether Shareholder to exercise the Option and purchase shares of Common Stock. However, in evaluating evaluate the merits and risks associated with the BE Stock and the transactions contemplated by this Agreement. (f) The Shareholder is able to bear the economic risk of an a total loss of the investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms)Company, and the Exercise AgreementShareholder has adequate means of providing for the current needs and foreseeable personal contingencies and has no need for the Shareholder's investment in the BE Stock to be liquid. (g) The Shareholder acknowledges and agrees that the certificates representing the BE Stock shall contain a restrictive legend substantially in the form below: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, which AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (h) The Shareholder's investor representations made in any separately signed writing are imposed on true and were true when made. (i) The Shareholder acknowledges that he has been fully informed of, and has had full opportunity to discuss with the Option and any shares of Common Stock which may be acquired upon exercise Company's management, the status of the Option. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock Company and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stockits operating, investment, financial and strategic plans.

Securities Law Compliance. The Participant acknowledges that the Option RSUs and the shares of Common Stock are Class A Ordinary Shares underlying the RSUs have not being been registered under any securities act (including the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws), as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation Company and acknowledges that the CorporationCompany’s reliance on federal and state applicable securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • : (a) The Participant is acquiring the Option RSUs and, if and when he/she exercises the OptionClass A Ordinary Shares are delivered in settlement of vested RSUs, will acquire the shares of Common Stock Class A Ordinary Shares underlying the RSUs, if applicable, solely for the Participant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares Class A Ordinary Shares within the meaning of the Securities Act and/or any applicable state securities laws. • . (b) The Participant has had an opportunity to ask questions and receive answers from the Corporation Company regarding the terms and conditions of the Option RSUs and the restrictions imposed on any shares Class A Ordinary Shares issued in settlement of Common Stock purchased upon exercise of the Optionvested RSUs. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common StockRSUs. However, in evaluating the merits and risks of an investment in the Common StockClass A Ordinary Shares, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • . (c) The Participant is aware that the Option RSUs may be of no practical value, that any value it they may have depends on its the vesting and exercisability of the RSUs as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise PriceClass A Ordinary Shares, and that any investment in common shares the equity of a closely held corporation entity such as the Corporation Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • . (d) The Participant understands that any shares of Common Stock Class A Ordinary Shares acquired on exercise settlement of the Option vested RSUs will be characterized as “restricted securities” under the federal securities lawsSecurities Act, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • . (e) The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option RSUs and any shares Class A Ordinary Shares issued upon settlement of Common Stock which may be acquired upon exercise of the Option. • vested RSUs. (f) At no time was an oral representation made to the Participant relating to the Option RSUs or the purchase issuance of shares of Common Stock Class A Ordinary Shares and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option RSUs or the Common StockClass A Ordinary Shares.

Securities Law Compliance. The Participant Grantee acknowledges that the Option and the shares of Common Stock Ordinary Shares are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities ActAct of 1933, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The ParticipantGrantee, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s 's reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • o The Participant Grantee is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock Ordinary Shares solely for the Participant’s Grantee's own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any Act, or other applicable state securities laws. • o The Participant Grantee has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock Ordinary Shares purchased upon exercise of the Option. The Participant Grantee has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common StockOrdinary Shares. However, in evaluating the merits and risks of an investment in the Common StockOrdinary Shares, the Participant Grantee has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • o The Participant Grantee is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock Ordinary Shares to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • o The Participant Grantee understands that any shares of Common Stock Ordinary Shares acquired on exercise of the Option will be characterized as “"restricted securities” " under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant Grantee is familiar. • o The Participant Grantee has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock Ordinary Shares which may be acquired upon exercise of the Option. • o At no time was an oral representation made to the Participant Grantee relating to the Option or the purchase of shares of Common Stock Ordinary Shares and the Participant Grantee was not presented with or solicited by any promotional meeting or material relating to the Option or the Common StockOrdinary Shares.

Securities Law Compliance. (a) The Participant Vendor represents and warrants to, and covenants with, the Purchaser that: (i) the Vendor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and the Vendor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Convertible Debenture, including investments in securities issued by the Purchaser and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Convertible Debenture; (ii) the Vendor fully understands the risks involved with an investment in the Purchaser including, (iii) the Vendor is acquiring the Convertible Debenture in the ordinary course of its business and for its own account for investment only and with no present intention of distributing the Convertible Debenture or any arrangement or understanding with any other persons regarding the distribution of such Convertible Debenture; (iv) the Vendor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) the Convertible Debenture except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (v) all of the representations made by the Vendor are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date; and (vi) the Vendor has, in connection with its decision to purchase the Convertible Debenture, relied only upon the representations and warranties of the Purchaser contained herein. There are no suits, pending litigation, or claims against the undersigned that could materially affect the net worth of the Vendor. (b) The Vendor acknowledges that the Option Purchaser has made available to it the opportunity to ask questions of and receive answers from the Purchaser’s officers and directors concerning the terms and conditions of the Convertible Debenture and the business and financial condition of the Purchaser, and the Vendor has received to its satisfaction, such information about the business and financial condition of the Purchaser and the terms and conditions of the Convertible Debenture as it has requested. The Vendor has carefully considered the potential risks relating to the Purchaser and a purchase of the Convertible Debenture, and fully understands that the Convertible Debenture is a speculative investment, which involves a high degree of risk of loss of the Vendor’s entire investment. (c) To the Vendor's knowledge, no action has been taken in any jurisdiction outside the United States by the Purchaser that would permit an offering of the Convertible Debenture, or possession or distribution of offering materials in connection with the issuance of the Convertible Debenture, in any jurisdiction outside the United States where legal action by the Purchaser for that purpose is required. Vendor will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Convertible Debenture or has in its possession or distributes any offering material, in all cases at its own expense. (d) The Vendor hereby covenants with the Purchaser not to make any sale of the Convertible Debenture without complying with the provisions of the Convertible Debenture. The overall commitment of the Vendor to investments, which are not readily marketable, is not excessive in view of the Vendor’s net worth and financial circumstances, and any purchase of the Convertible Debenture will not cause such commitment to become excessive. The Vendor is able to bear the economic risk of an investment in the Convertible Debenture. (e) Vendor will not use any of the restricted shares issuable upon conversion of the Convertible Debenture to cover any short position in the Common Stock are of the Purchaser if doing so would be in violation of applicable securities laws. (f) The Vendor understands that nothing in this Agreement or any other materials presented to the Vendor in connection with the purchase and sale of the Convertible Debenture constitutes legal, tax or investment advice. The Vendor and Purchaser each acknowledge that they have consulted such legal, tax and investment advisors, as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Convertible Debenture. (g) The Vendor understands that the issuance of the Convertible Debenture to the Vendor has not being been registered under the Securities Act, based, in part, Act in reliance upon an one or more specific exemptions therefrom, including Regulation D and/or Regulation S, which exemption from registration under Securities and Exchange Commission Rule 701 promulgated depends upon, among other things, the accuracy of the Vendor’s representations made in this Agreement. The Vendor understands that the Convertible Debenture must be held indefinitely unless subsequently registered under the Securities Act, Act and a comparable exemption from qualification qualified under applicable state securities laws, as each may be amended or unless an exemption from time to timesuch registration and qualification requirements is otherwise available. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and Vendor acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy Purchaser will refuse to register any transfer of these representations: • The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire Convertible Debenture or the shares of Common Stock solely for the Participant’s own account, for investment purposes only, and issuable thereunder that is not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Participant has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including made in accordance with the conditions provisions of Rule 144 promulgated under Regulation S, registered pursuant to the Securities ActAct or otherwise exempt from such registration. The Vendor further acknowledges that if an exemption from registration or qualification is available, as presently in effectit may be conditioned on various requirements including, with which but not limited to, the Participant is familiar. • The Participant has read time and understands manner of sale, the restrictions and limitations set forth in holding period for the Plan, this Option Agreement (including these Terms)shares, and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • At no time was an oral representation made to the Participant requirements relating to the Option Purchaser which are outside of the Vendor’s control, and which the Purchaser is under no obligation and may not be able to satisfy. The Vendor has been independently advised as to the applicable holding period imposed in respect of the shares issuable upon conversion of the Convertible Debenture by securities legislation in the jurisdiction in which the undersigned resides and confirms that no representation has been made respecting the applicable holding periods for such shares in such jurisdiction and it is aware of the risks and other characteristics of the Convertible Debenture and of the fact that the undersigned may not resell the Convertible Debenture, or the purchase of shares of Common Stock issuable thereunder except in accordance with applicable securities legislation and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stockregulatory policy.

Securities Law Compliance. The Participant Optionee acknowledges that the Option and the shares of Common Stock are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The ParticipantOptionee, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant Optionee is acquiring the Option and, if and when he/she he exercises the Option, will acquire the shares of Common Stock solely for the ParticipantOptionee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Participant has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in In evaluating the merits and risks of an investment in the Common Stock, the Participant Optionee has and will rely upon the advice of his/her his own legal counsel, tax advisors, and/or investment advisors. • The Participant Optionee is knowledgeable about the Corporation and has a preexisting personal or business relationship with the Corporation. As a result of such relationship, he is familiar with, among other characteristics, its business and financial circumstances and has access on a regular basis to or may request the Corporation’s condensed consolidated balance sheet and condensed consolidated income statement setting forth information material to the Corporation’s financial condition, operations and prospects. • The Optionee is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant Optionee understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant Optionee is familiar. • The Participant Optionee has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), ) and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • At no time was an oral representation made to the Participant Optionee relating to the Option or the purchase of shares of Common Stock and the Participant Optionee was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stock. • The Optionee either (1) has an individual net worth, or joint net worth with his spouse, of more than $1,000,000; (2) has had individual net income in excess of $200,000 in each of the two most recent years (or joint net income with his spouse in excess of $300,000 in each of those years) and reasonably expects to reach that same income level in the current year; or (3) is an “Executive Officer” of the Corporation as defined in Rule 501(f) of the Securities Act.

Securities Law Compliance. The Participant acknowledges that the Option and the shares of Common Stock Ordinary Shares are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation Company and acknowledges that the CorporationCompany’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock Ordinary Shares solely for the Participant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Participant has had an opportunity to ask questions and receive answers from the Corporation Company regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock Ordinary Shares purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common StockOrdinary Shares. However, in evaluating the merits and risks of an investment in the Common StockOrdinary Shares, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock Ordinary Shares to an amount in excess of the Exercise Price, and that any investment in common ordinary shares of a closely held corporation entity such as the Corporation Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that any shares of Common Stock Ordinary Shares acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock Ordinary Shares which may be acquired upon exercise of the Option. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock Ordinary Shares and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common StockOrdinary Shares.

Securities Law Compliance. The Subject to Section 7(h), the Participant acknowledges that the Option and the shares of Common Stock issued or delivered upon exercise of the Option are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under Act or applicable state securities laws, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation Company and acknowledges that the CorporationCompany’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • : (a) The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock solely for the Participant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any or applicable state securities laws. • . (b) The Participant has had an opportunity to ask questions and receive answers from the Corporation Company regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock purchased acquired upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or he/she considers necessary or appropriate for deciding whether to exercise the Option and purchase acquire shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • . (c) The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation entity such as the Corporation Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • . (d) The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • . (e) The Participant has read and understands the restrictions and limitations set forth in the Plan, Plan and this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • . (f) At no time was an oral representation made to the Participant relating to the Option or the purchase acquisition of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stock. (g) All certificates evidencing shares of Common Stock issued or delivered pursuant to the exercise of the Option shall bear the following legend and/or any other appropriate or required legends under applicable laws: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT OR, IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS. (h) Notwithstanding the foregoing, this Section 7 shall apply only if and to the extent the Option and the shares of Common Stock issued or delivered upon exercise of the Option are not registered under the Securities Act and applicable state securities laws.

Securities Law Compliance. The Participant acknowledges that (a) Such Shareholder has a net worth sufficient to bear the Option and economic risk (including the entire loss) of its investment made in the shares of CTK Common Stock. (b) Such Shareholder, other than Xxx Xxxx, is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the rules and regulations of the Securities Act. (c) Such Shareholder has adequate means of providing for its current cash needs and personal contingencies and has no need for liquidity in this investment in the shares of CTK Common Stock and has no reason to anticipate any change in its personal circumstances, financial or otherwise, which may cause or require any sale or distribution by such Shareholder or all or any part of the shares of CTK Common Stock acquired by it herein. (d) By reason of such Shareholder’s business or financial experience or the business or financial experience of such Shareholder’s professional advisor(s) who are unaffiliated with and who are not compensated by CTK or any affiliate or selling agent of CTK, directly or indirectly, such Shareholder has the capacity to protect its own interests in connection with an investment in the shares of CTK Common Stock. (e) Such Shareholder understands that the he, she or it is acquiring the shares of CTK Common Stock without being furnished any prospectus or offering circular, other than a copy of this Agreement, a copy of the Proxy Statement and a copy of the Disclosure Document. (f) No representations or warranties have been made to such Shareholder by CTK or any employee or agent of CTK and in entering into this Agreement, such Shareholder is not relying on any information, other than as a result of the independent investigation of CTK by such Shareholder, and no guarantee of any profit or return on its investment made in the shares of CTK Common Stock has been made to such Shareholder. (g) In evaluating the merits and risk of this investment, such Shareholder has relied on the advice of its personal tax advisor, investment advisor and/or legal counsel. (h) Such Shareholder is aware that the shares of CTK Common Stock have not been registered or qualified, nor is registration or qualification contemplated with the SEC under the Securities ActAct or any state securities law. Accordingly, basedthe shares of CTK Common Stock may be sold or otherwise transferred or hypothecated only if they are subsequently registered or qualified under the Securities Act or applicable laws or if, in partthe opinion of counsel, in reliance upon an exemption from registration under Securities or qualification thereunder is available and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification transaction will not jeopardize the availability of the exemptions under applicable state securities laws, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, laws relied upon by CTK in substantial part, upon connection with the accuracy offering in which such Shareholder acquired its shares of these representations: • The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire CTK Common Stock. (i) Such Shareholder acknowledges that the shares of CTK Common Stock were not offered by means of any general solicitation or advertising. (j) Such Shareholder is acquiring its shares of CTK Common Stock solely for the Participant’s its own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, distribution of all or any portion of the shares of CTK Common Stock within the meaning of the Securities Act and/or any applicable state securities laws. • Act. (k) The Participant has had address of such Shareholder set forth on the signature pages hereto is the principal residence of such Shareholder, if such Shareholder is an opportunity to ask questions and receive answers from individual, or the Corporation regarding the terms and conditions principal business address of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise of the Option. The Participant has been furnished withsuch Shareholder, and/or has access to, if such information as he Shareholder is a business or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise Priceother entity, and that any investment in common shares of a closely held corporation all offers to such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act Shareholder have been made only in certain limited circumstances, including the state specified in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stocksuch address.

Securities Law Compliance. The Participant Grantee acknowledges that the Option and the shares of Common Stock Shares are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities ActAct of 1933, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The ParticipantGrantee, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • · The Participant Grantee is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock Shares solely for the ParticipantGrantee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares Common Shares within the meaning of the Securities Act and/or any Act, or other applicable state securities laws. • · The Participant Grantee has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock Shares purchased upon exercise of the Option. The Participant Grantee has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common StockShares. However, in evaluating the merits and risks of an investment in the Common StockShares, the Participant Grantee has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • · The Participant Grantee is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock Shares to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • · The Participant Grantee understands that any shares of Common Stock Shares acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant Grantee is familiar. • · The Participant Grantee has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock Shares which may be acquired upon exercise of the Option. • · At no time was an oral representation made to the Participant Grantee relating to the Option or the purchase of shares of Common Stock Shares and the Participant Grantee was not presented with or solicited by any promotional meeting or material relating to the Option or the Common StockShare.

Securities Law Compliance. The Participant acknowledges that the Option and the shares of Common Stock are Restricted Shares have not being been registered under any securities act (including the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws), as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation Company and acknowledges that the CorporationCompany’s reliance on federal and state applicable securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • : (a) The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock Restricted Shares solely for the Participant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • . (b) The Participant has had an opportunity to ask questions and receive answers from the Corporation Company regarding the terms and conditions of the Option Restricted Shares and the restrictions imposed on any shares of Common Stock purchased upon exercise of the Optionvested Restricted Shares. The Participant has been furnished with, and/or has access to, such information as he or she the Participant considers necessary or appropriate for deciding whether to exercise acquire the Option and purchase shares of Common StockRestricted Shares. However, in evaluating the merits and risks of an investment in the Common StockRestricted Shares, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • . (c) The Participant is aware that the Option Restricted Shares may be of no practical value, that any value it they may have depends on its the vesting and exercisability of the Restricted Shares as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise PriceRestricted Shares, and that any investment in common shares the equity of a closely held corporation entity such as the Corporation Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • . (d) The Participant understands that any shares of Common Stock acquired on exercise of the Option Restricted Shares, whether vested or unvested, will be characterized as “restricted securities” under the federal securities lawsSecurities Act, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • . (e) The Participant has read and understands the restrictions and limitations set forth in the Plan, Plan and this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • Restricted Shares. (f) At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock Restricted Shares and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common StockRestricted Shares.

Securities Law Compliance. The Participant acknowledges that the Option and the shares of Common Stock are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities ActAct of 1933, and a comparable exemption from qualification under applicable state securities lawsthe California Corporate Securities Law, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s 's reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock solely for the Participant’s 's own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any Act, the California Corporate Securities Law, or other applicable state securities laws. • The Participant has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “"restricted securities” " under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stock.

Securities Law Compliance. The Participant By acceptance of this Note, the Holder hereby represents, warrants and acknowledges that the Option as follows with respect to this Note and the shares of Common Stock are Underlying Shares (collectively, the “Securities”): (a) The Securities have not being been and will not be registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under Act or any applicable state securities laws, as each may be amended from time to time. The Participant, and the sale contemplated by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s Note is being made in reliance on federal and state securities law one or more exemptions from registration under the Securities Act and qualification under applicable registration exemptions from state securities laws. (b) No agency, governmental authority, regulatory body, stock market or other entity (including, without limitation, the SEC or any state securities commission) has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Securities. (c) No information furnished by the Company, or any of the Company’s agents or representatives, constitutes investment, accounting, legal or tax advice, and Xxxxxx is predicatedrelying solely upon itself and its professional advisors, in substantial partif any, upon the accuracy of these representations: • The Participant for such advice. (d) Holder is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock solely Securities for the Participant’s its own account, for investment purposes only, and not with a view to any resale or an intent to sell, or to offer for resale distribution in connection with any unregistered distribution, all or any portion violation of the shares within registration requirements of the meaning Securities Act; and Holder will not offer, sell or otherwise transfer any of the Securities except under circumstances which will not result in a violation of the Securities Act and/or any applicable state securities laws. • The Participant and only after all other restrictions set forth in this Note have been satisfied. (e) Holder has been given a reasonable opportunity to review all periodic reports filed by World Heart with the SEC and all other documents, books and records of the Company and World Heart pertaining to the investment represented hereby, has been supplied with all additional information concerning the Company, World Heart and the Securities that it has requested, has had an a reasonable opportunity to ask questions of and receive answers from the Corporation regarding Company or its representatives concerning such investment, and all such questions have been answered to its full satisfaction. (f) An investment in the Securities is speculative and subject to substantial risks. (g) Holder has not purchased the Securities as a result of any general solicitation or general advertising (as such terms are used in Regulation D under the Securities Act), including advertisements, articles, press releases, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (h) There are significant restrictions and conditions limitations on transferability of the Option Securities, and the restrictions imposed on Securities may not be transferable under certain circumstances. In the event Xxxxxx decides to offer, sell or otherwise transfer any shares of Common Stock purchased upon exercise of the Option. The Participant Securities, it will comply strictly with the transfer restrictions and limitations as set forth herein. (i) Holder consents to World Heart giving instructions to its transfer agent and/or registrar in order to implement the restrictions and limitations on transfer as set forth herein. (j) Holder is either (i) an “accredited investor” (as such term is used in paragraph (a) of Rule 501 of Regulation D under the Securities Act) and has been furnished with, and/or has access to, such information knowledge and experience in financial and business matters as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares be capable of Common Stock. However, in evaluating the merits and risks of an investment in the Common StockSecurities and making an informed investment decision, or (ii) an investor who either alone or together with a purchaser representative such as its accountant, attorney, investment advisor or similar professional, has such knowledge and experience in financial and business matters as to be capable of evaluating the Participant has merits and will rely upon the advice risks of his/her own legal counsel, tax advisors, and/or an investment advisors. • The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock to Securities and making an amount in excess of the Exercise Price, and that any informed investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stockdecision.

Securities Law Compliance. The Participant acknowledges Such 2006 Holder has been advised that the Option Warrants and the shares of Common Stock are underlying securities have not being been registered under the Securities Act of 1933, as amended, (the “Securities Act”) or any state securities laws and, basedtherefore, in part, in reliance upon cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Such 2006 Holder is aware that, except as set forth in the Parent’s Registration Rights Agreement, as amended as of the date hereof, the Parent is under Securities and Exchange Commission Rule 701 promulgated under no obligation to effect any such registration with respect to the Securities Act, and a comparable Warrants or the underlying securities or to file for or comply with any exemption from qualification under applicable state securities laws, as each may be amended from time to timeregistration. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock Such 2006 Holder has not been formed solely for the Participant’s purpose of making this investment and is purchasing the Warrants to be acquired by such 2006 Holder hereunder for its own accountaccount for investment, for investment purposes onlynot as a nominee or agent, and not with a view to or an intent to sellto, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Participant has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or the distribution thereof. Such 2006 Holder has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option knowledge and purchase shares experience in financial and business matters that such 2006 Holder is capable of Common Stock. However, in evaluating the merits and risks of an such investment, is able to incur a complete loss of such investment in and is able to bear the Common Stock, the Participant has and will rely upon the advice economic risk of his/her own legal counsel, tax advisors, and/or such investment advisors. • The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk . Such 2006 Holder is an accredited investor as such term is defined in Rule 501 of loss. • The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated Regulation D under the Securities Act. Access to Information. Such 2006 Holder acknowledges that the Parent and the Company have given such 2006 Holder access to the corporate records and accounts of the Parent and the Company and to all information in its possession relating to the Parent and the Company, as presently has made its officers and representatives available for interview by such 2006 Holder, and has furnished such 2006 Holder with all documents and other information required for such 2006 Holder to make an informed decision with respect to the issuance the Warrants in effect, with which consideration of such 2006 Holder’s agreement to the Participant is familiar. • The Participant has read and understands the restrictions and limitations matters set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common StockAmendment.

Securities Law Compliance. The Participant Optionee acknowledges that the Option and the shares of Common Stock Ordinary Shares are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The ParticipantOptionee, by executing this Option Agreement, hereby makes the following representations presentations to the Corporation Company and acknowledges that the CorporationCompany’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant Optionee is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock Ordinary Shares solely for the ParticipantOptionee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Participant Optionee has had an opportunity to ask questions and receive answers from the Corporation Company regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock Ordinary Shares purchased upon exercise of the Option. The Participant Optionee has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common StockOrdinary Shares. However, in evaluating the merits and risks of an investment in the Common StockOrdinary Shares, the Participant Optionee has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant Optionee is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock Ordinary Shares to an amount in excess of the Exercise Price, and that any investment in common ordinary shares of a closely held corporation such as the Corporation Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant Optionee understands that any shares of Common Stock Ordinary Shares acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant Optionee is familiar. • The Participant Optionee has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms)Agreement, and the Exercise AgreementNotice, which are imposed on the Option and any shares of Common Stock Ordinary Shares which may be acquired upon exercise of the Option. • At no time lime was an oral representation made to the Participant Optionee relating to the Option or the purchase of shares of Common Stock Ordinary Shares and the Participant Optionee was not presented with or solicited by any promotional meeting or material relating to the Option or the Common StockOrdinary Shares.

Securities Law Compliance. The Participant acknowledges (a) In connection with the issuance of the BE Stock as of the Closing, the Shareholders have been advised and understand and agree that the Option and issuance by the shares Company to the Shareholders of Common the BE Stock are will not being be registered under the Securities Act, basednor qualified under any state securities laws before the Closing, on the ground (among others) that no distribution or public offering of the BE Stock is to be effected in connection with the issuance to such Shareholder as contemplated herein and, in partissuing the BE Stock to such Shareholders hereunder, the Company is relying on the accuracy and completeness of the representations of the Shareholders set forth in reliance upon this Section 4.25(a). (b) Each Shareholder is acquiring the BE Stock for the Shareholder's own accounts, for investment and not with a view to distribution or resale thereof except as might be required by ERISA, the Shareholder's only present intention to sell the BE Stock would be pursuant to an effective registration and qualification under applicable federal and states securities law. (c) Each Shareholder acknowledges that he, she or it has been informed and understands that the BE Stock may not be sold or transferred except in compliance with the Securities Act or any exemption thereunder, and there is no assurance that any exemption from registration registration, including Rule 144, under the Securities Act will become available to permit resales of the BE Stock. This acknowledgement does not limit or constitute a waiver of the Company's obligation set forth in Section 7.5. (d) Each Shareholder (i) is familiar with the business of the Company, (ii) has had an opportunity to discuss with representatives of the Company the conditions of and Exchange Commission Rule 701 prospects for the continued operation of the Company and such other matters as the Shareholder deemed appropriate in considering whether to invest in the BE Stock, and (iii) have been provided access to all publicly available information about the Company requested by the Shareholder. (e) Each Shareholder has made his, her, or its own investigation whether or not to respectively exchange the Delco Shares for the BE Stock and each Shareholder has sufficient business and financial experience so as to enable him, her or it to evaluate the merits and risks associated with the BE Stock and the transactions contemplated by this Agreement. (f) Except as may be required by ERISA, each Shareholder is able to bear the economic risk of a total loss of the investment in the Company. (g) Each Shareholder acknowledges and agrees that the certificates representing the BE Stock shall contain a restrictive legend substantially in the form below: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (h) Each Shareholder is an accredited investor, and sophisticated, as defined under Section 501(a) of Regulation D promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, except as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock solely for the Participant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Participant has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • The Participant has read and understands the restrictions and limitations set forth in Schedule 4.25(h). (i) Nothing herein is intended to limit or contravene the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise registration rights of the Option. • At no time was an oral representation made Shareholders pursuant to the Participant relating to the Option or the purchase of shares of Common Stock Sections 2 and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stock7.5 in this Agreement.

Securities Law Compliance. The Participant acknowledges 1. EXEMPTION FROM REGISTRATION/RESTRICTED SECURITIES Optionee hereby represents and warrants as follows: (a) Optionee is aware that the Option Purchased Shares have not been registered under the Securities Act or any state securities laws, pursuant to exemption(s) from registration. Optionee understands that the reliance by the Corporation on such exemption(s) is predicated in part upon the truth and accuracy of the shares of Common Stock are statements by Optionee in this Agreement; (b) Optionee understands that because the Purchased Shares have not being been registered under the Securities Act, based, in part, in reliance upon Optionee must continue to bear the economic risk of the investment for an indefinite time. Optionee further understands that the Purchased Shares cannot be sold unless the Purchased Shares are subsequently registered or an exemption from registration under Securities is available and Exchange Commission that Rule 701 promulgated 144 of the SEC issued under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time Act is not presently available to time. The Participant, by executing this Option Agreement, hereby makes exempt the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock solely for the Participant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within Purchased Shares from the meaning registration requirements of the Securities Act and/or any applicable state securities laws. • The Participant Act; (c) Optionee has been furnished with the Plan, the Plan Summary, Additional Information Regarding Risk Factors, Financial Statements of the Corporation, and all other information that Optionee deems necessary to evaluate the merits and risks of the purchase of the Purchased Shares; (d) Optionee has had an the opportunity to ask questions and receive answers from concerning the information received about the Purchased Shares and the Corporation regarding and has been given the terms and conditions opportunity to obtain any additional information the Optionee deems necessary to verify the accuracy of any information obtained concerning the Option Purchased Shares and the restrictions imposed on any shares of Common Stock purchased upon exercise of the OptionCorporation. The Participant has been furnished withOptionee understands that such discussions, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase any written information issued by the Corporation, were intended to describe the aspects of the Corporation's business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description; (e) Optionee hereby represents and warrants that Optionee is purchasing the Purchased Shares for Optionee's own account for investment and not with a view to the sale or distribution of all or any part thereof, and no one other than the Optionee has any beneficial interest in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the Option. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common StockPurchased Shares.

Securities Law Compliance. The Participant In connection with the delivery of the Shares and the Warrants to the Consultants, each Consultant represents warrants and covenants to Company on the date hereof that: (1) Such Consultant acknowledges that the Option Securities are speculative in nature and that such Consultant has such sophistication and experience in business and financial matters as to be capable of evaluating the shares merits and risks of Common Stock are the investment. In connection with the delivery of the Securities, such Consultant has not being relied upon the Company for investment, legal or tax advice, or other professional advice, and have in all cases sought or elected not to seek the advice of their own personal investment advisers, legal counsel and tax advisers. Each such Consultant is able, without impairing its financial condition, to bear the economic risk of, and withstand a complete loss of the investment and it can otherwise be reasonably assumed to have the capacity to protect its own interests in connection with their investment in the Securities; (2) Such Consultant acknowledges that the Company may be required to file this Agreement on EXXXX, with appropriate redactions, and with the OTCQB. By executing this Agreement, Consultant authorizes the collection of any information required by all applicable securities regulators and consents to the disclosure of such information to the public by the filing of this Agreement on EXXXX and with the OTCQB, with appropriate redactions, as applicable; (3) Such Consultant acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under or applicable state securities laws, and the Securities are being offered and sold to such Consultant in reliance upon Rule 506(b) of Regulation D and/or Section 4(a)(2) under the U.S. Securities Act; (4) Such Consultant is an “accredited investor” as each may be amended from time to time. The Participantdefined in Rule 501(a) of Regulation D under the U.S. Securities Act, by executing this Option Agreement, hereby makes the following representations to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant is acquiring the Option and, if Securities for its own account and when he/she exercises the Option, will acquire the shares not on behalf of Common Stock solely for the Participant’s own account, for investment purposes only, any other person and not with a view to any resale, distribution or an intent to sellother disposition of the Securities, in violation of United States federal or state securities laws; (5) Such Consultant acknowledges that it is not acquiring the Securities as a result of “general solicitation” or “general advertising” (as such terms are used in Regulation D under the U.S. Securities Act), including without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet, or to offer for resale in connection with any unregistered distributionbroadcast over radio or television or on the internet, all or any portion seminar or meeting whose attendees have been invited by general solicitation or general advertising; (6) Such Consultant acknowledges that the Securities are “restricted securities”, as such term is defined under Rule 144 of the shares Securities Act, and may not be offered, sold, pledged, or otherwise transferred, directly or indirectly, without prior registration under the U.S. Securities Act and applicable state securities laws, or pursuant to an exemption from the registration requirements of the U.S. Securities Act and will bear an appropriate U.S. restrictive legend pursuant to the U.S. Securities Act; and (7) Such Consultant is not required to maintain any licenses or registrations under United States federal or state regulations necessary to perform the services set forth herein, and that it is not rendering legal advice or performing accounting services, nor acting as an investment advisor or broker/dealer within the meaning of applicable United States federal and/or state securities laws and regulations and it is not required to register as a broker-dealer pursuant to Section 15(b) of the Securities Exchange Act and/or any applicable and state securities laws. • The Participant has had an opportunity to ask questions and receive answers from Such Consultant further represents that the Corporation regarding the terms and conditions performance of the Option and the restrictions imposed on services set forth under this Agreement will not violate any shares rule or provision of Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, any regulatory agency having jurisdiction over such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common Stock. However, in evaluating the merits and risks of an investment in the Common Stock, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, Consultant and that, under such laws and applicable regulationsto the best of its knowledge, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities ActConsultant and its officers and directors, as presently in effectapplicable, with which are not the Participant is familiar. • The Participant has read subject of any investigation, claim, decree or judgment involving the United States Securities and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and Exchange Commission or any shares violation of Common Stock which may be acquired upon exercise of the Option. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stockfederal and/or state securities laws.

Securities Law Compliance. The Participant acknowledges that the Option and the shares of Common Stock are Ordinary Shares underlying the Option have not being been registered under any securities act (including the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws), as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Corporation Company and acknowledges that the CorporationCompany’s reliance on federal and state applicable securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • : (a) The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the shares of Common Stock Ordinary Shares solely for the Participant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • . (b) The Participant has had an opportunity to ask questions and receive answers from the Corporation Company regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock Ordinary Shares purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she the Participant considers necessary or appropriate for deciding whether to exercise the Option and purchase shares of Common StockOrdinary Shares. However, in evaluating the merits and risks of an investment in the Common StockOrdinary Shares, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. • . (c) The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock Ordinary Shares to an amount in excess of the Exercise Price, and that any investment in common shares the equity of a closely held corporation entity such as the Corporation Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • . (d) The Participant understands that any shares of Common Stock Ordinary Shares acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities lawsSecurities Act, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar. • . (e) The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any shares of Common Stock Ordinary Shares underlying the Option which may be acquired upon exercise of the Option. • . (f) At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock Ordinary Shares and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common Stockunderlying Ordinary Shares.

Securities Law Compliance. The Participant acknowledges Purchaser has been advised that the Option Note (and the shares of Common Stock into which the Securities are convertible or exercisable) have not being been registered under the Securities Act, basedor any state securities laws and, in parttherefore, in reliance upon cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Purchaser is aware that the Company is under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time no obligation to time. The Participant, by executing this Option Agreement, hereby makes the following representations effect any such registration with respect to the Corporation and acknowledges that the Corporation’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire Note (or the shares of Common Stock into which such Securities are convertible or exercisable) or to file for or comply with any exemption from registration. Purchaser has not been formed solely for the Participant’s purpose of making this investment and is purchasing the Securities for its own accountaccount for investment, for investment purposes onlynot as a nominee or agent, and not with a view to or an intent to sellto, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Participant has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Option and the restrictions imposed on any shares of Common Stock purchased upon exercise of the Option. The Participant has been furnished with, and/or the distribution thereof, and Purchaser has access tono present intention of selling, granting any participation in, or otherwise distributing the same. Purchaser has such information as he or she considers necessary or appropriate for deciding whether to exercise the Option knowledge and purchase shares experience in financial and business matters that Purchaser is capable of Common Stock. However, in evaluating the merits and risks of an such investment, is able to incur a complete loss of such investment in without impairing Purchaser’s financial condition and is able to bear the Common Stock, the Participant has and will rely upon the advice economic risk of his/her own legal counsel, tax advisors, and/or such investment advisors. • The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying shares of Common Stock to an amount in excess of the Exercise Price, and that any investment in common shares of a closely held corporation such as the Corporation is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk . Purchaser is an accredited investor as such term is defined in Rule 501 of loss. • The Participant understands that any shares of Common Stock acquired on exercise of the Option will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration Regulation D under the Securities Act only and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company. Purchaser has furnished or made available any and all information requested by the Company or otherwise necessary to satisfy any applicable verification requirements as to accredited investor status. Any such information is true, correct, timely and complete. The residency of Purchaser (or, in certain limited circumstancesthe case of a partnership or corporation, including in accordance with the conditions such entity’s principal place of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant business) is familiar. • The Participant has read and understands the restrictions and limitations correctly set forth in Section 6(h) hereto. Purchaser acknowledges that certificate or certificates evidencing the PlanSecurities will bear the following or a substantially similar legend and such other legends as may be required by state blue sky laws: “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, this Option Agreement AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (including these TermsI) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), and the Exercise AgreementIN A GENERALLY ACCEPTABLE FORM, which are imposed on the Option and any shares of Common Stock which may be acquired upon exercise of the OptionTHAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. • At no time was an oral representation made to the Participant relating to the Option or the purchase of shares of Common Stock and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Common StockNOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES”.