Common use of The Options Clause in Contracts

The Options. 2.1 The Company hereby grants to the Optionee, on the terms and conditions set out in this Agreement and in the Plan, Options to purchase a total of <> Optioned Shares at the Exercise Price. 2.2 The Options will vest in accordance with Schedule “A” to this Agreement and pursuant to Section G(5) of the Plan. The Options may be exercised immediately after vesting. 2.3 The Options shall, at 5:00 p.m. (Eastern Time) on the Expiry Date, expire and be of no further force or effect whatsoever. 2.4 The Company shall not be obligated to cause the issuance, transfer or delivery of a certificate or certificates representing Optioned Shares to the Optionee, until provision has been made by the Optionee, to the satisfaction of the Company, for the payment of the aggregate Exercise Price for all Optioned Shares for which the Options shall have been exercised, and for satisfaction of any tax withholding obligations associated with such exercise. 2.5 The Optionee shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Options have been properly exercised in accordance with the terms of this Agreement. 2.6 The Options will terminate in accordance with the provisions of the Plan. 2.7 Subject to the provisions of this Agreement and the Plan and subject to compliance with any applicable securities laws, the Options shall be exercisable, in full or in part, at any time after vesting, until termination; provided, however, that if the Optionee is subject to the reporting and liability provisions of Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Common Stock, the Optionee shall be precluded from selling, transferring or otherwise disposing of any Common Stock underlying any of the Options during the six months immediately following the grant of the Options. If less than all of the shares included in the vested portion of any Options are purchased, the remainder may be purchased at any subsequent time prior to the Expiry Date. Only whole shares may be issued pursuant to the exercise of any Options, and to the extent that any Option covers less than one (1) share, it is not exercisable. 2.8 Each exercise of the Options shall be by means of delivery of a Notice of Exercise (which may be in one of the forms attached hereto as Schedule “C” or Schedule “D”) to the President of the Company at its principal executive office, specifying the number of Optioned Shares to be purchased and accompanied by payment in cash or by certified check or cashier’s check in the amount of the full Exercise Price for the Common Stock to be purchased. In addition to payment in cash or by certified check or cashier’s check, unless the Board decides not to allow the Cashless Exercise (defined below), the Optionee or transferee of the Options may pay for all or any portion of the aggregate Exercise Price by complying with one or more of the following alternatives: (a) by delivering to the Company shares of Common Stock previously held by the Optionee, or by the Company withholding shares of Common Stock otherwise deliverable pursuant to the exercise of the Options, which shares of Common Stock received or withheld shall have a fair market value at the date of exercise (as determined by the Board in good faith) equal to the aggregate exercise price to be paid by the Optionee upon such exercise (“Cashless Exercise”). In the event of the Cashless Exercise, the Optionee shall exchange the Options for that number of Optioned Shares subject to such Cashless Exercise multiplied by a fraction, the numerator of which shall be the difference between the fair market value at the date of exercise (as determined by the Board in good faith) and the Exercise Price, and the denominator of which shall be such fair market value; or (b) by complying with any other payment mechanism approved by the Board at the time of exercise. 2.9 It is a condition precedent to the issuance of Optioned Shares that the Optionee execute and/or deliver to the Company all documents and withholding taxes required in accordance with applicable laws. 2.10 Nothing in this Agreement shall obligate the Optionee to purchase any Optioned Shares except those Optioned Shares in respect of which the Optionee shall have exercised the Options in the manner provided in this Agreement or the Plan. 2.11 Reference is made to the Plan for particulars of the rights and obligations of the Optionee and the Company in respect of: (a) the terms and conditions on which the Options are granted; and (b) a consolidation or subdivision of the Company’s share capital or corporate reorganization; all to the same effect as if the provisions of the Plan were set out in this Agreement and to all of which the Optionee assents. 2.12 By accepting the Options, the Optionee represents and agrees that none of the Optioned Shares purchased upon exercise of the Options will be distributed in violation of applicable federal and state laws and regulations. The Optionee further represents and agrees to provide the Company with any other document reasonably requested by the Company or the Company’s Counsel.

The Options. 2.1 The Company hereby grants to the Optionee, on the terms and conditions set out in this Agreement and in the Plan, Options to purchase a total of <> __________________ Optioned Shares at the Exercise Price. 2.2 2.3 The Options will vest in accordance with Schedule “A” to this Agreement and pursuant to Section G(5) of the PlanAgreement. The Options may be exercised immediately after vesting. 2.3 2.4 The Options shall, at 5:00 p.m. (Eastern TimePacific time) on the Expiry Date, expire and be of no further force or effect whatsoever. 2.4 2.5 The Company shall not be obligated to cause the issuance, transfer or delivery of a certificate or certificates representing Optioned Shares to the Optionee, until provision has been made by the Optionee, to the satisfaction of the Company, for the payment of the aggregate Exercise Price for all Optioned Shares for which the Options shall have been exercised, and for satisfaction of any tax withholding obligations associated with such exercise. 2.5 2.6 The Optionee shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Options have been properly exercised in accordance with the terms of this Agreement. 2.6 2.7 The Options will terminate in accordance with the provisions of the Plan. 2.7 2.8 Subject to the provisions of this Agreement and the Plan and subject to compliance with any applicable securities laws, the Options shall be exercisable, in full or in part, at any time after vesting, until termination; provided, however, that if the Optionee is subject to the reporting and liability provisions of Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Common Stock, the Optionee shall be precluded from selling, transferring or otherwise disposing of any Common Stock underlying any of the Options during the six months immediately following the grant of the Options. If less than all of the shares included in the vested portion of any Options are purchased, the remainder may be purchased at any subsequent time prior to the Expiry Date. Only whole shares may be issued pursuant to the exercise of any Options, and to the extent that any Option covers less than one (1) share, it is not exercisable. 2.8 2.9 Each exercise of the Options shall be by means of delivery of a Notice of Exercise (which may be in one of the forms form attached hereto as Schedule “C” or Schedule “DB”) to the President of the Company at its principal executive office, specifying the number of Optioned Shares to be purchased and accompanied by payment in cash or by certified check or cashier’s check in the amount of the full Exercise Price for the Common Stock to be purchased. In addition to payment in cash or by certified check or cashier’s check, unless check and if agreed to in advance by the Board decides not to allow the Cashless Exercise (defined below)Company, the Optionee or transferee of the Options may pay for all or any portion of the aggregate Exercise Price by complying with one or more of the following alternatives: (a) by delivering to the Company shares of Common Stock previously held by the Optionee, or by the Company withholding shares of Common Stock otherwise deliverable pursuant to the exercise of the Options, which shares of Common Stock received or withheld shall have a fair market value at the date of exercise (as determined by the Board in good faith) equal to the aggregate exercise price to be paid by the Optionee upon such exercise (“Cashless Exercise”). In the event of the Cashless Exercise, the Optionee shall exchange the Options for that number of Optioned Shares subject to such Cashless Exercise multiplied by a fraction, the numerator of which shall be the difference between the fair market value at the date of exercise (as determined by the Board in good faith) and the Exercise Price, and the denominator of which shall be such fair market value; or (b) by complying with any other payment mechanism approved by the Board at the time of exercise. 2.9 It is a condition precedent 2.10 Notwithstanding anything to the issuance contrary in this Agreement, the Optionee may elect to receive the 62,500 options vested immediately on the date of grant, without the payment by the Optionee of any additional consideration, Optioned Shares equal to the value of the Options or any portion hereof by the surrender of the Options or such portion to the Company. Thereupon, the Company shall issue to the Optionee such number of fully paid and non-assessable Optioned Shares as is computed using the following formula: where: X = the number of Optioned Shares that to be issued to the Optionee execute and/or deliver pursuant to this section. Y = the Company all documents and withholding taxes required in accordance with applicable laws. 2.10 Nothing in number of Optioned Shares covered by this Agreement shall obligate the Optionee to purchase any Optioned Shares except those Optioned Shares in respect of which the Optionee shall have exercised the Options in the manner provided in this Agreement or the Plan. 2.11 Reference is made to the Plan for particulars of the rights and obligations of the Optionee and the Company in respect of: (a) the terms and conditions on which the Options are granted; and shall have been exercised pursuant to this section. A = the Fair Market Value (bdefined below) a consolidation or subdivision of one Optioned Share, as determined at the Company’s share capital or corporate reorganization; all to the same effect as if the provisions of the Plan were set out in this Agreement and to all of which the Optionee assents. 2.12 By accepting the Options, the Optionee represents and agrees that none of the Optioned Shares purchased upon exercise of time the Options will be distributed in violation of applicable federal and state laws and regulations. The Optionee further represents and agrees shall have been exercised pursuant to provide the Company with any other document reasonably requested by the Company or the Company’s Counselthis section.

The Options. 2.1 The Company hereby grants to the Optionee, on the terms and conditions set out in this Agreement and in the Plan, Options to purchase a total of <> >Optioned Shares at the Exercise Price. 2.2 The Options will vest in accordance with Schedule “A” to this Agreement and pursuant to Section G(5) of the PlanAgreement. The Options may be exercised immediately after vesting. 2.3 The Options shall, at 5:00 p.m. (Eastern TimePacific time) on the Expiry Date, expire and be of no further force or effect whatsoever. 2.4 The Company shall not be obligated to cause the issuance, transfer or delivery of a certificate or certificates representing Optioned Shares to the Optionee, until provision has been made by the Optionee, to the satisfaction of the Company, for the payment of the aggregate Exercise Price for all Optioned Shares for which the Options shall have been exercised, and for satisfaction of any tax withholding obligations associated with such exercise. 2.5 The Optionee shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Options have been properly exercised in accordance with the terms of this Agreement. 2.6 The Options will terminate in accordance with the provisions of the Plan. 2.7 Subject to the provisions of this Agreement and the Plan and subject to compliance with any applicable securities laws, the Options shall be exercisable, in full or in part, at any time after vesting, until termination; provided, however, that if the Optionee is subject to the reporting and liability provisions of Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Common Stock, the Optionee shall be precluded from selling, transferring or otherwise disposing of any Common Stock underlying any of the Options during the six months immediately following the grant of the Options. If less than all of the shares included in the vested portion of any Options are purchased, the remainder may be purchased at any subsequent time prior to the Expiry Date. Only whole shares may be issued pursuant to the exercise of any Options, and to the extent that any Option covers less than one (1) share, it is not exercisable. 2.8 Each exercise of the Options shall be by means of delivery of a Notice of Exercise (which may be in one of the forms form attached hereto as Schedule “C” or Schedule “D”) to the President of the Company at its principal executive office, specifying the number of Optioned Shares to be purchased and accompanied by payment in cash or by certified check or cashier’s check in the amount of the full Exercise Price for the Common Stock to be purchased. In addition to payment in cash or by certified check or cashier’s check, unless check and if agreed to in advance by the Board decides not to allow the Cashless Exercise (defined below)Company, the Optionee or transferee of the Options may pay for all or any portion of the aggregate Exercise Price by complying with one or more of the following alternatives: (a) by delivering to the Company shares of Common Stock previously held by the Optionee, or by the Company withholding shares of Common Stock otherwise deliverable pursuant to the exercise of the Options, which shares of Common Stock received or withheld shall have a fair market value at the date of exercise (as determined by the Board in good faithBoard) equal to the aggregate exercise price to be paid by the Optionee upon such exercise (“Cashless Exercise”). In the event of the Cashless Exercise, the Optionee shall exchange the Options for that number of Optioned Shares subject to such Cashless Exercise multiplied by a fraction, the numerator of which shall be the difference between the fair market value at the date of exercise (as determined by the Board in good faith) and the Exercise Price, and the denominator of which shall be such fair market valueexercise; or (b) by complying with any other payment mechanism approved by the Board at the time of exercise. 2.9 It is a condition precedent to the issuance of Optioned Shares that the Optionee execute and/or deliver to the Company all documents and withholding taxes required in accordance with applicable laws. 2.10 Nothing in this Agreement shall obligate the Optionee to purchase any Optioned Shares except those Optioned Shares in respect of which the Optionee shall have exercised the Options in the manner provided in this Agreement or the Plan. 2.11 Reference is made to the Plan for particulars of the rights and obligations of the Optionee and the Company in respect of: (a) the terms and conditions on which the Options are granted; and, (b) a consolidation or subdivision of the Company’s share capital or corporate reorganizationan amalgamation or merger; all to the same effect as if the provisions of the Plan were set out in this Agreement and to all of which the Optionee assents. 2.12 By accepting the Options, the Optionee represents and agrees that none of the Optioned Shares purchased upon exercise of the Options will be distributed in violation of applicable federal and state laws and regulations. The Optionee further represents and agrees to provide the Company with any other document reasonably requested by the Company or the Company’s Counsel.

The Options. 2.1 The Company hereby grants to the Optionee, on the terms and conditions set out in this Agreement and in the Plan, Options to purchase a total of <> Optioned Shares at the Exercise Price. 2.2 The Options will vest in accordance with Schedule “A” to this Agreement and pursuant to Section G(5) of the PlanAgreement. The Options may be exercised immediately after vesting. 2.3 The Options shall, at 5:00 p.m. (Eastern TimePacific time) on the Expiry Date, expire and be of no further force or effect whatsoever. 2.4 The Company shall not be obligated to cause the issuance, transfer or delivery of a certificate or certificates representing Optioned Shares to the Optionee, until provision has been made by the Optionee, to the satisfaction of the Company, for the payment of the aggregate Exercise Price for all Optioned Shares for which the Options shall have been exercised, and for satisfaction of any tax withholding obligations associated with such exercise. 2.5 The Optionee shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to receive dividends or other distribution therefrom or thereon) except in respect of which the Options have been properly exercised in accordance with the terms of this Agreement. 2.6 The Options will terminate in accordance with the provisions of the Plan. 2.7 Subject to the provisions of this Agreement and the Plan and subject to compliance with any applicable securities laws, the Options shall be exercisable, in full or in part, at any time after vesting, until termination; provided, however, that if the Optionee is subject to the reporting and liability provisions of Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Common Stock, the Optionee shall be precluded from selling, transferring or otherwise disposing of any Common Stock underlying any of the Options during the six months immediately following the grant of the Options. If less than all of the shares included in the vested portion of any Options are purchased, the remainder may be purchased at any subsequent time prior to the Expiry Date. Only whole shares may be issued pursuant to the exercise of any Options, and to the extent that any Option covers less than one (1) share, it is not exercisable. 2.8 Each exercise of the Options shall be by means of delivery of a Notice of Exercise (which may be in one of the forms form attached hereto as Schedule “C” or Schedule “DB”) to the President of the Company at its principal executive office, specifying the number of Optioned Shares to be purchased and accompanied by payment in cash or by certified check or cashier’s check in the amount of the full Exercise Price for the Common Stock to be purchased. In addition to payment in cash or by certified check or cashier’s checkcheck and if agreed to in advance by the Company, unless the Board decides not to allow the Cashless Exercise (defined below), the an Optionee or transferee of the Options may pay for all or any portion of the aggregate Exercise Price by complying with one or more of the following alternatives: (a) by delivering a properly executed Notice of Exercise together with irrevocable instructions to a broker promptly to sell or margin a sufficient portion of the Common Stock and deliver directly to the Company shares the amount of Common Stock previously held by the Optionee, sale or by the Company withholding shares of Common Stock otherwise deliverable pursuant margin loan proceeds to the exercise of the Options, which shares of Common Stock received or withheld shall have a fair market value at the date of exercise (as determined by the Board in good faith) equal to the aggregate exercise price to be paid by the Optionee upon such exercise (“Cashless Exercise”). In the event of the Cashless Exercise, the Optionee shall exchange the Options for that number of Optioned Shares subject to such Cashless Exercise multiplied by a fraction, the numerator of which shall be the difference between the fair market value at the date of exercise (as determined by the Board in good faith) and pay the Exercise Price, and the denominator of which shall be such fair market value; or (b) by complying with any other payment mechanism approved by the Board at the time of exercise. 2.9 It is a condition precedent to the issuance of Optioned Shares that the Optionee execute and/or deliver to the Company all documents and withholding taxes required in accordance with applicable laws. 2.10 Nothing in this Agreement shall obligate the Optionee to purchase any Optioned Shares except those Optioned Shares in respect of which the Optionee shall have exercised the Options in the manner provided in this Agreement or the Plan. 2.11 Reference is made to the Plan for particulars of the rights and obligations of the Optionee and the Company in respect of: (a) the terms and conditions on which the Options are granted; and, (b) a consolidation or subdivision of the Company’s share capital or corporate reorganizationan amalgamation or merger; all to the same effect as if the provisions of the Plan were set out in this Agreement and to all of which the Optionee assents. 2.12 The terms of the Options are subject to the provisions of the Plan, as the same may from time to time be amended, and any inconsistencies between this Agreement and the Plan, as the same may be from time to time amended, shall be governed by the provisions of the Plan. 2.13 By accepting the Options, the Optionee represents and agrees that none of the Optioned Shares purchased upon exercise of the Options will be distributed in violation of applicable federal and state laws and regulations. The Optionee further represents and agrees to provide the Company with any other document reasonably requested by the Company or the Company’s Counsel.