Common use of Representations Clause in Contracts

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. (a) The Optionee represents, Distributor represents and warrants and covenants that: : (i) Any shares purchased upon exercise it is duly authorized and licensed under applicable law to carry out the services contemplated herein; (ii) the execution, delivery and performance of this option shall be acquired for Agreement are within its power and have been duly authorized by all necessary action; (iii) it is entering into this Agreement or providing the Optionee's account for investment only, services contemplated hereby does not conflict with or constitute a default or require a consent under or breach of any provision of any agreement or document to which the Distributor is a party or by which it is bound; (iv) it is registered as a broker-dealer under the 1934 Act and a member of FINRA and will notify the Trust’s Chief Compliance Officer and adviser immediately in the event of its expulsion or suspension by FINRA; and (v) it is not with a view to, or for sale in connection with, any distribution an “affiliated person” (as defined under the ▇▇▇▇ ▇▇▇) of the shares in violation of the Securities Act of 1933 (the "Securities Act"), Listing Exchange or any rule or regulation under the Securities Actunderlying index provider for any Fund. (b) The Trust represents and warrants that: (i) it is duly organized as a Delaware statutory trust and is and at all times will remain duly authorized to carry out its obligations as contemplated herein; (ii) The Optionee has had such opportunity it is registered as he or she has deemed adequate to obtain from representatives of an investment company under the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. 1940 Act; (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise execution, delivery and performance of this option for an indefinite period. Agreement are within its power and have been duly authorized by all necessary action; (iv) The Optionee understands that its entering into this Agreement does not conflict with or constitute a default or require a consent under or breach of any provision of any agreement or document to which the Trust is a party or by which it is bound; (Av) the shares acquired pursuant to registration statement and each Fund’s prospectus, and sales literature and advertisements approved by the exercise adviser or other materials prepared by or on behalf of this option will not the Trust for the Distributor’s use (“Sales Literature and Advertisements”) have been prepared, and shall be registered under prepared, in all material respects, in conformity with the Securities 1933 Act, the 1940 Act and are "restricted securities" within the meaning rules and regulations of Rule 144 under the Securities Act; Commission (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years “Rules and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied withRegulations”); and (Dvi) there is now no the registration statement on file and each Fund’s prospectus contain all material statements required to be stated therein in accordance with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities 1933 Act, the Optionee 1940 Act and the Rules and Regulations; and (vii) all statements of fact contained therein, or in Sales Literature and Advertisements, are or will notbe true and correct in all material respects at the time indicated or the effective date, without as the prior written consent case may be, and any Fund’s prospectus shall not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading in light of the Companycircumstances in which they are made. The Trust shall not file any amendment to the registration statement or Fund’s prospectus without giving the Distributor reasonable notice thereof in advance, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made provided that nothing in this Section 12Agreement shall in any way limit the Trust’s right to file at any time such amendments to the registration statement or any Fund’s prospectus as the Trust may deem advisable.

Representations. The Optionee represents, undersigned hereby additionally represents and warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired The undersigned is purchasing for the Optionee's his/her/its own account for investment only, and not with a view to, or for sale in connection with, on behalf of any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Actother person. (ii) The Optionee has had such opportunity as he undersigned will not sell or she has deemed adequate to obtain from representatives assign the Securities except in accordance with the provisions of the Company Securities Act of 1933, as amended, or pursuant to the registration Requirements under the Act, or pursuant to an available exemption under the Act such information as is necessary to permit the Optionee to evaluate the merits and risks Rule 144, which requires a prior holding period of his or her investment in the Companynot less than one year from date of purchase. (iii) The Optionee undersigned, in evaluating the merits and risks of this investment, has determined that this investment is suitable for the undersigned's participation, and the undersigned has received and reviewed all pertinent documents requested by the undersigned. (iv) Share certificates shall bear an appropriate restrictive legend that restricts the further sale or assignment of the Securities except in accordance with the foregoing provisions set forth above. (v) The undersigned is aware that there is no public market for the Company's Securities that the transfer of Securities is subject to certain restrictions according to law and that, as a consequence, it may not be possible for the undersigned to liquidate the Securities, which may have to be held indefinitely, which makes this offering an illiquid investment. (vi) The undersigned is able to bear the economic risk of holding the investment and has such shares acquired pursuant business or financial experience as to be capable of evaluating the exercise merits and risks of this option for an indefinite periodinvesting in the Company. (ivvii) The Optionee understands undersigned is aware that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) investment in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available involves certain material risks. (viii) The undersigned, in evaluating the merits and risks of an investment in the Securities, has been encouraged to seek the publicadvice of his or her own personal tax and legal counsel, and other terms has not relied upon any representations concerning this investment. (ix) The undersigned has had the opportunity to personally ask questions of and conditions of Rule 144 are complied with; receive answers from duly qualified agents and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock representatives of the Company and to verify the Company has no obligation or current intention to register any shares acquired pursuant to the exercise accuracy and completion of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of all material information about the Company, offerits business, sellofficers, contract to sell or otherwise dispose ofdirectors and founders, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after and the effective date of such registration statement. By making payment upon exercise of this option, terms and conditions under which the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12Securities are being acquired.

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), ) or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers for the first time any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, publicly offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition")indirectly, any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1213.

Representations. The Optionee Employee represents and warrants to the Company that (a) the Employee has the legal right to enter into this Agreement and to perform all of the obligations on the Employee’s part to be performed hereunder in accordance with its terms, and (b) the Employee is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could prevent the Employee from entering into this Agreement or performing all of the Employee’s duties and obligations hereunder. In addition, the Employee acknowledges that the Employee is aware of Section 304 (Forfeiture of Certain Bonuses and Profits) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the right of the Company to be reimbursed for certain payments to the Employee in compliance therewith. In addition, the Employee hereby represents, warrants and covenants agrees with the Company that: : (i) Any shares purchased upon exercise a portion of the compensation payable to the Employee pursuant to this option shall be acquired Agreement constitutes good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, for the Optionee's account for investment only, covenants and not with a view to, or for sale agreements contained in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. Section 11 and Section 12; (ii) The Optionee has had such opportunity as he the covenants and agreements contained in Section 11 and Section 12 are reasonable, appropriate and suitable in their geographic scope, duration and content; the Employee shall not, directly or she has deemed adequate to obtain from representatives indirectly, raise any issue of the Company reasonableness, appropriateness and suitability of the geographic scope, duration or content of such information as is necessary covenants and agreements in any proceeding to permit enforce such covenants and agreements; and such covenants and agreements shall survive the Optionee to evaluate termination of the merits and risks of his or her investment in Employee’s employment for the Company. durations set forth therein; (iii) The Optionee is able the enforcement of any remedy under this Agreement will not prevent the Employee from earning a livelihood because the Employee’s past work history and abilities are such that the Employee reasonably can expect to bear the economic risk find work, if he so chooses, in other areas and lines of holding such shares acquired pursuant to the exercise of this option for an indefinite period. business; (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act covenants and agreements stated in Section 11 and Section 12 are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists essential for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied withEmployer’s reasonable protection; and (Dv) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to reasonably relied on these covenants and agreements by the exercise of this option under the Securities ActEmployee. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee represents(a) I have been advised that the Shares are not being registered under the Securities Act of 1933, warrants as amended (the “Act”), on the basis of an exemption from registration under the Act, and covenants that:on the representations made by me in this agreement. I understand that neither the Securities and Exchange Commission (“SEC”) nor any other federal or state agency has passed on or made any recommendation or endorsement of the Shares, and that the Company is relying on the truth and accuracy of the representations and warranties made by me in this agreement in connection with offering the Shares for sale to me without registration under the Act. (ib) Any shares purchased upon exercise I am a director or executive officer of this option shall be acquired for the Optionee's account Company. (c) I am acquiring the Shares for investment only, for my own account and not with a view toto their resale or distribution and I do not intend to divide my participation with others or to resell or otherwise dispose of all or any part of the Shares unless and until they are subsequently registered under the Act, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Actan exemption from such registration is available. (iid) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of I have the Company such information as is necessary to permit the Optionee ability to evaluate the merits and risks of his or her an investment in the CompanyCompany based upon my knowledge and experience in financial and business matters. (iiie) I understand that if Rule 144 under the Securities Act (“Rule 144”) is available with respect to resale of the Shares, any routine sale of the Shares made under Rule 144 can be made only in compliance with Rule 144 and this Agreement. If Rule 144 is not available, compliance with another exemption from registration under the Act will be required before I can transfer part or all of the Shares. I am familiar with the provisions of Rule 144, including Rule 144’s requirement that the Shares be held by me for at least one year before they can be sold by me. (f) I understand that before any transfer of any of the Shares can be made by me, written approval must first be obtained from the Company’s counsel. The Optionee is basis of any such approval will be satisfactory compliance with the requirements of the federal and state statutes regulating sales and transfers of securities. I understand that a legend to this effect will be placed on the Shares and that stop-transfer instructions will be issued by the Company to its transfer agent. (g) I am (i) able to bear the economic risk of holding such shares acquired pursuant this investment, (ii) able to hold the exercise Shares indefinitely, and (iii) presently able to afford a complete loss of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be soldinvestment. I have consulted my own attorney, transferred accountant or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission investment advisor with respect to any stock of my investment in the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities ActShares. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee representsIn connection with my exercise of the Option, warrants and covenants thatI hereby represent to the Company as follows: (ia) Any shares purchased upon exercise of this option shall be acquired for I am acquiring the Optionee's account Shares solely for investment onlypurposes, and not with a view to, no present intention of distributing or for sale in connection with, reselling any distribution of the shares in violation of Shares or any interest therein. I acknowledge that the Shares have not been registered under the Securities Act of 1933 1933, as amended (the "Securities Act"), or any rule or regulation under the Securities Act. (iib) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives I am aware of the Company's business affairs and financial condition and have acquired sufficient information about the Company such information as is necessary to permit reach an informed and knowledgeable decision to acquire the Optionee to evaluate the merits and risks of his or her investment in the CompanyShares. (iiic) The Optionee is able to bear I understand that the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and Shares are "restricted securities" within under applicable U.S. federal and state securities laws and that, pursuant to these laws, I must hold the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of Shares indefinitely unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and qualified by state authorities, or unless an exemption from such registration and qualification requirements is available. I acknowledge that the Company has no obligation or current intention to register or qualify the Shares for resale. I further acknowledge that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and requirements relating to the Company which are outside of my control, and which the Company is under no obligation to and may not be able to satisfy. (d) I understand that there is no public market for the Shares, that no market may ever develop for them, and that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any shares acquired pursuant other federal, state or other governmental agency. (e) I understand that the Shares are subject to certain restrictions on transfer set forth in the Plan. Both the Plan and the Grant Agreement are incorporated herein by reference. (f) I understand that any Shares purchased hereunder shall be subject to the Stockholders' Agreement of the Company dated as of December 8, 2005, as it may be amended from time to time ("Stockholders' Agreement"), a copy of which has been provided to me, and that it is a condition to the exercise of this option under my Option that I execute the Securities Actattached signature page of the Stockholders' Agreement, agreeing to be bound thereby. I have had a full and fair opportunity to review the Stockholders' Agreement prior to exercising the Option. (vg) The Optionee agrees thatI understand that the certificate representing the Shares will be imprinted with the following legends: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, if AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES, REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL AND A REPURCHASE RIGHT IN FAVOR OF THE COMPANY OR ITS ASSIGNEE AS SET FORTH IN THE COMPANY'S STOCK OPTION PLAN. SUCH RIGHT OF FIRST REFUSAL AND REPURCHASE RIGHT ARE BINDING ON TRANSFEREES OF THE SHARES REPRESENTED BY THIS CERTIFICATE. THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY ARE HELD SUBJECT TO THE TERMS, COVENANTS AND CONDITIONS OF A STOCKHOLDERS' AGREEMENT DATED AS OF DECEMBER 8, 2005, AS SUCH AGREEMENT MAY BE AMENDED, BY AND AMONG THE STOCKHOLDERS OF CPG FINANCE, INC., AND MAY NOT BE TRANSFERRED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SAID AGREEMENT AND ALL AMENDMENTS THERETO IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. (h) I have consulted my own tax advisors in connection with my exercise of this Option and I am not relying upon the Company offers for any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent tax advice. (i) I am presently an employee of the Company, offer, sell, contract or my employment has been terminated involuntarily or due to sell death or otherwise dispose of, directly or indirectly Disability (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after as defined in the effective date of such registration statement. By making payment upon exercise of this option, Plan) within the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12past 30 days.

Representations. The Optionee represents, warrants and --------------- covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers for the first time any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, publicly offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition")indirectly, any shares purchased upon exercise of this option for a period of 90 180 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1214.

Representations. The Optionee represents(a) I have been advised that the Shares are not being registered under the Securities Act of 1933, warrants as amended (the “Act”), on the basis of an exemption from registration under the Act, and covenants that:on the representations made by me in this agreement. I understand that neither the Securities and Exchange Commission (“SEC”) nor any other federal or state agency has passed on or made any recommendation or endorsement of the Shares, and that the Company is relying on the truth and accuracy of the representations and warranties made by me in this agreement in connection with offering the Shares for sale to me without registration under the Act. (ib) Any shares purchased upon exercise I am a director or executive officer of this option shall be acquired for the Optionee's account Company. (c) I am acquiring the Shares for investment only, for my own account and not with a view toto their resale or distribution and I do not intend to divide my participation with others or to resell or otherwise dispose of all or any part of the Shares unless and until they are subsequently registered under the Act, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Actan exemption from such registration is available. (iid) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of I have the Company such information as is necessary to permit the Optionee ability to evaluate the merits and risks of his or her an investment in the CompanyCompany based upon my knowledge and experience in financial and business matters. (iiie) I understand that if Rule 144 under the Securities Act (“Rule 144”) is available with respect to resale of the Shares, any routine sale of the Shares made under Rule 144 can be made only in compliance with Rule 144 and this Agreement. If Rule 144 is not available, compliance with another exemption from registration under the Act will be required before I can transfer part or all of the Shares. I am familiar with the provisions of Rule 144, including Rule 144’s requirement that the Shares be held by me for at least one year before they can be sold by me. (f) I understand that before any transfer of any of the Shares can be made by me, written approval must first be obtained from the Company’s counsel. The Optionee is basis of any such approval will be satisfactory compliance with the requirements of the federal and state statutes regulating sales and transfers of securities. I understand that a legend to this effect will be placed on the Shares and that stop-transfer instructions will be issued by the Company to its transfer agent. (g) I am (i) able to bear the economic risk of holding such shares acquired pursuant this investment, (ii) able to hold the exercise Shares indefinitely, and (iii) presently able to afford a complete loss of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be soldinvestment. I have consulted my own attorney, transferred accountant or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission investment advisor with respect to any stock of my investment in the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities ActShares. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee representsIn connection with my exercise of the Option, warrants and covenants thatI hereby represent to the Company as follows: (ia) Any shares purchased upon exercise of this option shall be acquired for I am acquiring the Optionee's account Shares solely for investment onlypurposes, and not with a view to, no present intention of distributing or for sale in connection with, reselling any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), Shares or any rule or regulation under interest therein. I acknowledge that the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will Shares have not be been registered under the Securities Act of 1933, as amended. (b) I am aware of the Company's and its subsidiaries' business affairs and financial condition and have acquired sufficient information about the Company and its subsidiaries to reach an informed and knowledgeable decision to acquire the Shares. (c) I understand that the Shares are "“restricted securities" within ” under applicable U.S. federal and state securities laws and that, pursuant to these laws, I must hold the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of Shares indefinitely unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and qualified by state authorities, or unless an exemption from such registration and qualification requirements is available. I acknowledge that the Company has no obligation or current intention to register any shares acquired pursuant or qualify the Shares for resale. I further acknowledge that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and requirements relating to the Company which are outside of my control, and which the Company is under no obligation to and may not be able to satisfy. (d) I understand that there is no public market for the Shares, that no market may ever develop for them, and that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any other federal, state or other governmental agency. (e) I understand that the Shares are subject to certain restrictions on transfer set forth in the Plan. Both the Plan and the Agreement are incorporated herein by reference. (f) I have consulted my own tax advisors in connection with my exercise of this option under the Securities Act. (v) The Optionee agrees that, if Option and I am not relying upon the Company offers for any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12tax advice.

Representations. The Optionee Employee represents and warrants to the Company that (a) the Employee has the legal right to enter into this Agreement and to perform all of the obligations on the Employee’s part to be performed hereunder in accordance with its terms, and (b) the Employee is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could prevent the Employee from entering into this Agreement or performing all of the Employee’s duties and obligations hereunder. In addition, the Employee acknowledges that the Employee is aware of Section 304 (Forfeiture of Certain Bonuses and Profits) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the right of the Company to be reimbursed for certain payments to the Employee in compliance therewith. In addition, the Employee hereby represents, warrants and covenants agrees with the Company that: : (i) Any shares purchased upon exercise a portion of the compensation payable to the Employee pursuant to this option shall be acquired Agreement constitutes good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, for the Optionee's account for investment only, covenants and not with a view to, or for sale agreements contained in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. Section 10 and Section 11; (ii) The Optionee has had such opportunity as he the covenants and agreements contained in Section 10 and Section 11 are reasonable, appropriate and suitable in their geographic scope, duration and content; the Employee shall not, directly or she has deemed adequate to obtain from representatives indirectly, raise any issue of the Company reasonableness, appropriateness and suitability of the geographic scope, duration or content of such information as is necessary covenants and agreements in any proceeding to permit enforce such covenants and agreements; and such covenants and agreements shall survive the Optionee to evaluate termination of the merits and risks of his or her investment in Employees employment for the Company. durations set forth therein; (iii) The Optionee is able the enforcement of any remedy under this Agreement will not prevent the Employee from earning a livelihood because the Employee’s past work history and abilities are such that the Employee reasonably can expect to bear the economic risk find work, if he so chooses, in other areas and lines of holding such shares acquired pursuant to the exercise of this option for an indefinite period. business; (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act covenants and agreements stated in Section 10 and Section 11 are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists essential for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied withEmployer’s reasonable protection; and (Dv) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to reasonably relied on these covenants and agreements by the exercise of this option under the Securities ActEmployee. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee represents10.1 UNIVERSITY makes no warranties that any patent will issue on UNIVERSITY TECHNOLOGY or INVENTIONS. UNIVERSITY does not warrant the validity or enforceability of any patent included in the PATENT RIGHTS or that practice under such patents shall be free of infringement. 10.2 UNIVERSITY represents and warrants that, warrants to its actual knowledge and covenants that: belief, as of EFFECTIVE DATE, (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment onlyentire right, title, and not interest in the patent applications or patents comprising UNIVERSITY INVENTIONS included in the PATENT RIGHTS and the entire right, title, and interest of inventors with a view toan obligation to assign to the UNIVERSITY the patent applications or patents comprising JOINT INVENTIONS included in the PATENT RIGHTS have been assigned to it free and clear of all liens, or for sale in connection with, claims and encumbrances of any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), inventor or any rule or regulation under the Securities Act. nongovernmental third party, (ii) The Optionee that UNIVERSITY has had such opportunity as he or she has deemed adequate all requisite power and authority to obtain from representatives of grant the Company such information as is necessary to permit the Optionee to evaluate the merits licenses contained in this LICENSE AGREEMENT under said PATENT RIGHTS and risks of his or her investment in the Company. UNIVERSITY TECHNOLOGY, (iii) The Optionee is able to bear UNIVERSITY has not entered into any agreements other than grants from the economic risk of holding such shares acquired pursuant U.S. Government which provide for the rights described in Section 2.5, with any third party with respect to the exercise of this option for an indefinite period. PATENT RIGHTS, the technology claimed therein, nor INVENTIONS, (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise its execution and performance of this option LICENSE AGREEMENT will not be registered under the Securities Act and are "restricted securities" within the meaning result in a breach of Rule 144 under the Securities Act; (B) such shares cannot be soldany other contract to which it is, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any eventwill become, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the publicparty, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if it has not received any notification that the Company offers any of its Common Stock for sale pursuant to a registration statement under PATENT RIGHTS are invalid or that the Securities Act, the Optionee will not, without the prior written consent exercise by LICENSEE of the Companyrights granted hereunder will infringe on any patent or other proprietary right of any third party. 10.3 EXCEPT AS PROVIDED IN SECTION 10.2, offerUNIVERSITY DISCLAIMS ALL WARRANTIES WITH REGARD TO INVENTIONS, sellPATENT RIGHTS, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"PRODUCT(S), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this optionAND SERVICE(S) LICENSED UNDER THIS AGREEMENT, the Optionee shall be deemed to have reaffirmedINCLUDING, as of the date of such paymentBUT NOT LIMITED TO, the representations made in this Section 12ALL WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. 10.4 EXCEPT WITH RESPECT TO BREACHES OF SECTIONS [***], AND 12.1, THE INDEMNIFICATION PROVIDED UNDER SECTION 11, AND CLAIMS FOR PATENT INFRINGEMENT, NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT.

Representations. The Optionee Employee represents and warrants to the Company that (a) the Employee has the legal right to enter into this Agreement and to perform all of the obligations on the Employee’s part to be performed hereunder in accordance with its terms, and (b) the Employee is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could prevent the Employee from entering into this Agreement or performing all of the Employee’s duties and obligations hereunder. In addition, the Employee acknowledges that the Employee is aware of Section 304 (Forfeiture of Certain Bonuses and Profits) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the right of the Company to be reimbursed for certain payments to the Employee in compliance therewith. In addition, the Employee hereby represents, warrants and covenants agrees with the Company that: : (i) Any shares purchased upon exercise a portion of the compensation payable to the Employee pursuant to this option shall be acquired Agreement constitutes good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, for the Optionee's account for investment only, covenants and not with a view to, or for sale agreements contained in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. Section 11 and Section 12; (ii) The Optionee has had such opportunity as he the covenants and agreements contained in Section 11 and Section 12 are reasonable, appropriate and suitable in their geographic scope, duration and content; the Employee shall not, directly or she has deemed adequate to obtain from representatives indirectly, raise any issue of the Company reasonableness, appropriateness and suitability of the geographic scope, duration or content of such information as is necessary covenants and agreements in any proceeding to permit enforce such covenants and agreements; and such covenants and agreements shall survive the Optionee to evaluate termination of the merits and risks of his or her investment in Employees employment for the Company. durations set forth therein; (iii) The Optionee is able the enforcement of any remedy under this Agreement will not prevent the Employee from earning a livelihood because the Employee’s past work history and abilities are such that the Employee reasonably can expect to bear the economic risk find work, if he so chooses, in other areas and lines of holding such shares acquired pursuant to the exercise of this option for an indefinite period. business; (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act covenants and agreements stated in Section 11 and Section 12 are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists essential for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied withEmployer’s reasonable protection; and (Dv) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to reasonably relied on these covenants and agreements by the exercise of this option under the Securities ActEmployee. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee representsIn addition, warrants and covenants thatin connection with the issuance of this Warrant, the holder specifically represents to the Company by acceptance of this Warrant as follows: (i) Any shares purchased upon exercise The holder is aware of the Company’s business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this option shall be acquired Warrant. The holder is acquiring this Warrant for the Optionee's its own account for investment only, purposes only and not with a view to, or for sale the resale in connection with, any distribution “distribution” thereof for purposes of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives holder understands that this Warrant and the Warrant Shares have not been registered under the Securities Act in reliance upon a specific exemption there from, which exemption depends upon, among other things, the bona fide nature of the Company such information holder’s investment intent as is necessary to permit expressed herein. In this connection, the Optionee to evaluate the merits and risks of his or her investment holder understands that, in the Companyview of the SEC, the statutory basis for such exemption may be unavailable if the holder’s representation was predicated solely upon a present intention to hold the Warrant and the Warrant Shares for the minimum capital gains period specified under applicable tax laws, for a deferred sale, for or until an increase or decrease in the market price of the Warrant and the Warrant Shares, or for a period of one (1) year or any other fixed period in the future. (iii) The Optionee is able to bear holder further understands that this Warrant and the economic risk of holding such shares acquired pursuant to Warrant Shares must be held indefinitely unless subsequently registered under the exercise of this option for an indefinite periodSecurities Act and any applicable state securities laws, or unless exemptions from registration are otherwise available. (iv) The Optionee understands that (A) holder is aware of the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning provisions of Rule 144 and 144A, promulgated under the Securities Act; , which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (Bor from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions, if applicable, including, among other things: the availability of certain public information about the Company, the resale occurring not less than one (1) such shares cannot year after the party has purchased and paid for the securities to be sold, transferred ; the sale being made through a broker in an unsolicited “broker’s transaction” or otherwise disposed of unless they are subsequently registered in transactions directly with a market maker (as said term is defined under the Securities Exchange Act or an exemption from registration is then available; (Cof 1934, as amended) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register amount of securities being sold during any shares acquired pursuant to three (3) month period not exceeding the exercise of this option under the Securities Actspecified limitations stated therein. (v) The Optionee agrees holder further understands that at the time it wishes to sell this Warrant and the Warrant Shares there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144 and 144A, and that, in such event, the holder may be precluded from selling this Warrant and the Warrant Shares under Rule 144 and 144A even if the Company offers any one (1)-year minimum holding period has been satisfied. (vi) The holder further understands that, in the event that all of its Common Stock for sale pursuant to a the requirements of Rule 144 and 144A are not satisfied, registration statement under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the Optionee will notfact that Rule 144 and 144A are not exclusive, without the prior written consent Staff of the Company, offer, sell, contract SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 and 144A will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or otherwise dispose ofsales, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of and that such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of persons and their respective brokers who participate in such payment, the representations made in this Section 12transactions do so at their own risk.

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), ) or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she the Optionee has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her the Optionee's investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning concerning, the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers for the first time any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, publicly offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition")indirectly, any shares purchased upon exercise of this option for a period of 90 days ninety (90) days, or such longer period as the Company may reasonably require, after the effective date of such registration statement. (vi) The Optionee's principal residence is at the address set forth below on the signature page. The Optionee shall promptly notify the Company of any change in the Optionee's principal address. By making payment upon any exercise of this option, in whole or in part, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee represents, warrants and covenants --------------- that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers for the first time any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, publicly offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition")indirectly, any shares purchased upon exercise of this option for a period of 90 180 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1215.

Representations. The Optionee undersigned understands: that he is subscribing for the Units without being furnished any offering literature or prospectus; that this transaction has not been approved or disapproved by the Securities and Exchange Commission or any administrative agency charged with the administration of the securities laws of any state; and that all documents, records and books pertaining to this investment have been made available upon reasonable notice for inspection by him or his purchaser representative, counsel, accountant or business advisor. The undersigned hereby represents, warrants and covenants thatconfirms as follows: (a) all transactions and discussions related to this investment have taken place in the State of New York; (b) the undersigned understands that (i) Any the Shares, the Warrants and shares purchased of Common Stock purchasable upon exercise of this option shall be acquired for the Optionee's account for Warrants (collectively, the “Securities”) represent a speculative investment onlywhich involve a high degree of risk of loss by the undersigned of his investment therein, and not with a view to, or for sale in connection with, any distribution of (ii) there are substantial restrictions on the shares in violation transferability of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee no public market for the Securities may develop or, if developed, will continue and, accordingly, it may not be possible to liquidate this investment in case of emergency or to use the Securities as collateral for a loan; (c) the undersigned (i) is able to bear the economic risk of holding such shares acquired pursuant to the exercise risks of this option investment, (ii) is able to hold this investment for an indefinite period. period of time, (iii) is presently able to afford a complete loss of this investment and (iv) The Optionee has no need for liquidity in this investment; (d) the undersigned has, or the undersigned and his purchaser representative together have, such knowledge and experience in financial and business matters that he is, or he and his purchaser representative together are, capable of evaluating the merits and risks of this investment and of making an informed investment decision; (e) the undersigned confirms that, in making his decision to subscribe for the Purchased Securities, he has relied solely upon independent investigations made by him or his purchaser representative, if any, and that he and such purchaser representative have been given the opportunity to ask questions of, and to receive answers from, the Company concerning the proposed business, the financial condition, the operating history and the management of the Company and the risks of this investment (to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense); (f) the Securities will be acquired by him in good faith solely for his own account for investment purposes only and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; (g) the undersigned has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge to any person any of the Securities or any part thereof and has no present plans to enter into any such contract, undertaking, agreement or arrangement; (h) the undersigned understands that (A) the shares acquired pursuant to legal consequences of the exercise representations and warranties set forth herein are that he must bear the economic risks of this option will investment for an indefinite period of time because the Securities have not be been registered under the Securities Act and are "restricted securities" within of 1933, as amended (the meaning “Act”), or the securities law of Rule 144 under the Securities Act; (B) such shares any state and, therefore, cannot be sold, transferred or otherwise disposed of sold unless they are subsequently so registered under (which the Securities Act Company may not be obligated to do) or an exemption from such registration is then available; (i) the undersigned understands that no federal or state agency has passed on or made any recommendation or endorsement of the Securities and that the Company is relying on the truth and accuracy of the representations, declarations and warranties made herein by the undersigned in offering the Securities for sale to him without having first registered the Securities under the Act and any applicable state securities laws; (j) the undersigned consents to the placement of a legend on any certificate evidencing the Securities, which legend may be in the following or any equivalent form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAW OF ANY OF ANY STATE IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION THEREUNDER. THE SALE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED HEREBY IS RESTRICTED THEREUNDER AND, IN ANY EVENT, IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION THEREUNDER. BY ACQUIRING THE SECURITIES REPRESENTED HEREBY, THE UNDERSIGNED REPRESENTED THAT HE HAS ACQUIRED SUCH SECURITIES FOR INVESTMENT PURPOSES ONLY, AND THE UNDERSIGNED AGREED THAT HE WOULD NOT SELL OR OTHERWISE DISPOSE OF SUCH SECURITIES WITHOUT REGISTRATION OR OTHER COMPLIANCE THEREWITH.” ; and (Ck) the undersigned is (i) an “accredited investor” as defined in any eventRule 501(a) under the Act, an exemption from registration under Rule 144 or otherwise (ii) is not, and is not required to be, registered as a broker-dealer under the Securities Exchange Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stockof 1934, adequate information concerning the Company is then available to the publicas amended, and other terms (iii) not purchasing the Units as a result of any general solicitation or general advertisement. The foregoing representations, warranties and conditions of Rule 144 undertakings are complied with; and (D) there is now no registration statement on file made by the undersigned with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of intent that they be relied upon in determining his suitability as an investor in the Company, offerand the undersigned hereby agrees that such representations, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after warranties and undertakings shall survive the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as purchase of the date of such payment, the representations made in this Section 12Securities.

Representations. The Optionee representsIn connection with my exercise of the Option, warrants and covenants thatI hereby represent to the Company as follows: (ia) Any shares purchased upon exercise of this option shall be acquired for I am acquiring the Optionee's account Shares solely for investment onlypurposes, and not with a view to, no present intention of distributing or for sale in connection with, reselling any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), Shares or any rule or regulation under interest therein. I acknowledge that the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will Shares have not be been registered under the Securities Act of 1933, as amended. (b) I am aware of the Company’s and its Subsidiaries’ business affairs and financial condition and have acquired sufficient information about the Company and its Subsidiaries to reach an informed and knowledgeable decision to acquire the Shares. (c) I understand that the Shares are "“restricted securities" within ” under applicable U.S. federal and state securities laws and that, pursuant to these laws, I must hold the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of Shares indefinitely unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and qualified by state authorities, or unless an exemption from such registration and qualification requirements is available. I acknowledge that the Company has no obligation or current intention to register any shares acquired pursuant or qualify the Shares for resale. I further acknowledge that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and requirements relating to the Company which are outside of my control, and which the Company is under no obligation to and may not be able to satisfy. (d) I understand that there is no public market for the Shares, that no market may ever develop for them, and that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any other federal, state or other governmental agency. (e) I understand that the Shares are subject to certain restrictions on transfer set forth in the Plan. Both the Plan and the Agreement are incorporated herein by reference. (f) I have consulted my own tax advisors in connection with my exercise of this option under the Securities Act. (v) The Optionee agrees that, if Option and I am not relying upon the Company offers for any of its Common Stock for sale pursuant to a registration statement under tax advice. Submitted by the Securities Act, the Optionee will not, without the prior written consent of Optionholder: Date: By: Print Name: Address: Social Security No. Received and Accepted by the Company: RAFAELLE APPAREL GROUP, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statementINC. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.By: Print Name: Title:

Representations. The Optionee represents, Pledgor warrants and covenants represents that: (i) Any shares purchased 1.1 there are no restrictions upon exercise the transfer of this option shall be acquired any of the Pledged Securities, other than those that are referenced on the face of the certificate or, for any uncertificated Pledged Securities, as previously disclosed to Secured Party in writing; 1.2 the Pledged Securities are issued and registered in the name of Pledgor as the legal and beneficial owner thereof, or, if uncertificated, are held in an account owned by Pledgor, and all Pledged Securities are duly authorized, validly issued and fully paid and nonassessable, with no personal liability attaching to the ownership thereof; 1.3 the Pledged Securities are free and clear of any security interests, pledges, liens, encumbrances, charges, agreements, claims or other arrangements or restrictions of any kind, except as referenced above; and Pledgor will not incur, create, assume or permit to exist any pledge, security interest, lien, charge or other encumbrance of any nature whatsoever on any of the Pledged Securities or assign, pledge or otherwise encumber any right to receive income from the Pledged Securities; 1.4 Pledgor has the right to transfer the Pledged Securities free of any encumbrances and without obtaining the consent of any other person or entity and Pledgor will defend Pledgor’s title to the Pledged Securities against the claims of all persons; and any registration with, or consent or approval of, or other action by, any federal, state or other governmental authority or regulatory body which was or is necessary for the Optionee's account for investment onlyvalidity of the pledge of, and not with a view to, or for sale in connection with, any distribution grant of the shares in violation security interest in, the Pledged Securities has been obtained; 1.5 the pledge of, and grant of the security interest in, the Pledged Securities Act is effective to vest in Secured Party a valid and perfected first and prior security interest, superior to the rights of 1933 (any other person, in and to the "Securities Act"), or any rule or regulation under the Securities Act.Pledged Securities; and (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives 1.6 all of the Company such information as is necessary Pledged Securities in certificated form have been delivered to permit the Optionee to evaluate the merits and risks of his or her investment Secured Party, accompanied by assignments in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the publicblank duly executed, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock all of the Company Pledged Securities in uncertificated form are subject to a Notification and Control Agreement by and between Secured Party and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmedCustodian, as of the date of such payment, the representations made in this Section 12term is defined therein.

Representations. The Optionee Grantee represents, warrants and covenants that: (i1) Any shares purchased upon exercise of this option Option shall be acquired for the OptioneeGrantee's account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), ) or any rule or regulation under the Securities Act, and that he will not distribute the same in violation of any state or federal law or regulation. (ii2) The Optionee Grantee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company Corporation such information as is necessary to permit the Optionee Grantee to evaluate the merits and risks of his or her investment in the CompanyCorporation. (iii3) The Optionee Grantee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option Option for an indefinite period. (iv4) The Optionee Grantee understands that (A) the shares acquired pursuant to the exercise of this option Option will not be registered under the Securities Act or under the securities laws of any state and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act Act, and such registration or qualification as may be necessary under the securities laws of any state, or an exemption from registration is then available; (C) in any event, an the exemption from registration under Rule 144 or otherwise under the Securities Act will not be available for at least two years one (1) year from date of exercise and even then will not be available unless a public market then exists for the Common Stockcommon stock of the Corporation, adequate information concerning the Company Corporation is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now as of the date of this Agreement no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company Corporation and the Company neither the Grantor nor the Corporation has no any obligation or current intention to register any shares acquired pursuant to the exercise of this option Option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this optionOption, the Optionee Grantee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 126.9.

Representations. The Optionee represents, undersigned hereby additionally represents and warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired The undersigned is purchasing for the Optionee's his/her/its own account for investment only, and not with a view to, or for sale in connection with, on behalf of any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Actother person. (ii) The Optionee has had such opportunity as he undersigned will not sell or she has deemed adequate to obtain from representatives assign the Securities except in accordance with the provisions of the Company Securities Act of 1933, as amended, or pursuant to the registration Requirements under the Act, or pursuant to an available exemption under the Act such information as is necessary to permit the Optionee to evaluate the merits and risks Rule 144, which requires a prior holding period of his or her investment in the Companynot less than one year from date of purchase. (iii) The Optionee undersigned, in evaluating the merits and risks of this investment, has determined that this investment is suitable for the undersigned's participation, and the undersigned has received and reviewed all pertinent documents requested by the undersigned. (iv) Share certificates shall bear an appropriate restrictive legend that restricts the further sale or assignment of the Securities except in accordance with the foregoing provisions set forth above. (v) The undersigned is aware that there is no public market for the Company's Securities, that the transfer of Securities is subject to certain restrictions according to law and that, as a consequence, it may not be possible for the undersigned to liquidate the Securities, which may have to be held indefinitely, which makes this offering an illiquid investment. (vi) The undersigned is able to bear the economic risk of holding the investment and has such shares acquired pursuant business or financial experience as to be capable of evaluating the exercise merits and risks of this option for an indefinite periodinvesting in the Company. (ivvii) The Optionee understands undersigned is aware that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) investment in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available involves certain material risks. (viii) The undersigned, in evaluating the merits and risks of an investment in the Securities, has been encouraged to seek the publicadvice of his or her own personal tax and legal counsel, and other terms has not relied upon any representations concerning this investment. (ix) The undersigned has had the opportunity to personally ask questions of and conditions of Rule 144 are complied with; receive answers from duly qualified agents and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock representatives of the Company and to verify the Company has no obligation or current intention to register any shares acquired pursuant to the exercise accuracy and completion of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of all material information about the Company, offerits business, sellofficers, contract to sell or otherwise dispose ofdirectors and founders, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after and the effective date of such registration statement. By making payment upon exercise of this option, terms and conditions under which the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12Securities are being acquired.

Representations. The Optionee represents(a) You represent and warrant to the Company that, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall the Option, you will be acquired acquiring the Option Shares for your own account for the Optionee's account for purpose of investment only, and not with a view to, to or for sale in connection with, with any distribution thereof, and you understand that (i) neither the Option nor the Option Shares have been registered with the Securities and Exchange Commission by reason of their issuance in a transaction exempt from the shares in violation registration requirements of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. and (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as Option Shares must be held indefinitely by you unless a subsequent disposition thereof is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption is exempt from registration is then available; such registration. The stock certificates for any Option Shares issued to you will bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. (Cb) in any eventYou further represent and warrant that you understand the Federal, an exemption from registration under Rule 144 or otherwise under state and local income tax consequences of the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for granting of the Common StockOption to you, adequate information concerning the Company is then available acquisition of rights to exercise the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission Option with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to Option Shares, the exercise of this option under the Securities Act. (v) The Optionee agrees thatOption and purchase of Option Shares, if and the subsequent sale or other disposition of any Option Shares. In addition, you understand that the Company offers will be required to withhold Federal, state or local taxes in respect of any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased compensation income realized by you upon exercise of this option for a period the Option granted hereunder. To the extent that the Company is required to withhold any such taxes, you hereby agree that the Company may deduct from any payments of 90 days after any kind otherwise due to you an amount equal to the effective date total Federal, state and local taxes required to be so withheld, or if such payments are inadequate to satisfy such Federal, state and local taxes, or if no such payments are due or to become due to you, then you agree to provide the Company with cash funds or make other arrangements satisfactory to the Company regarding such payment. It is understood that all matters with respect to the total amount of taxes to be withheld in respect of any such registration statement. By making payment upon exercise of this option, the Optionee compensation income shall be deemed to have reaffirmed, as determined by the Board of the date of such payment, the representations made Directors in this Section 12its sole discretion.

Representations. The Optionee representsIn connection with my exercise of the Option, warrants and covenants thatI hereby represent to the Company as follows: (ia) Any shares purchased upon exercise of this option shall be acquired for I am acquiring the Optionee's account Shares solely for investment onlypurposes, and not with a view to, no present intention of distributing or for sale in connection with, reselling any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), Shares or any rule or regulation under interest therein. I acknowledge that the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will Shares have not be been registered under the Securities Act of 1933, as amended (the “Securities Act”). (b) I am aware of the Company’s business affairs and financial condition and have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (c) I understand that the Shares are "“restricted securities" within ” under applicable U.S. federal and state securities laws and that, pursuant to these laws, I must hold the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of Shares indefinitely unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and qualified by state authorities, or unless an exemption from such registration and qualification requirements is available. I acknowledge that the Company has no obligation or current intention to register or qualify the Shares for resale. I further acknowledge that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and requirements relating to the Company which are outside of my control, and which the Company is under no obligation to and may not be able to satisfy. (d) I understand that there is no public market for the Shares, that no market may ever develop for them, and that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any shares acquired pursuant other federal, state or other governmental agency. (e) I understand that the Shares are subject to certain restrictions on transfer set forth in the Plan. Both the Plan and the Grant Agreement are incorporated herein by reference. (f) I understand that any Shares purchased hereunder shall be subject to the Stockholders’ Agreement of the Company dated as of February 2, 2006, as it may be amended from time to time (“Stockholders’ Agreement”), a copy of which has been provided to me, and that it is a condition to the exercise of this option under my Option that I execute the Securities Actattached signature page of the Stockholders’ Agreement, agreeing to be bound thereby. I have had a full and fair opportunity to review the Stockholders’ Agreement prior to exercising the Option. (vg) The Optionee agrees thatI understand that the certificate representing the Shares will be imprinted with the following legends: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, if AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES, REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL AND A REPURCHASE RIGHT IN FAVOR OF THE COMPANY OR ITS ASSIGNEE AS SET FORTH IN THE COMPANY’S STOCK OPTION PLAN. SUCH RIGHT OF FIRST REFUSAL AND REPURCHASE RIGHT ARE BINDING ON TRANSFEREES OF THE SHARES REPRESENTED BY THIS CERTIFICATE. THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY ARE HELD SUBJECT TO THE TERMS, COVENANTS AND CONDITIONS OF A STOCKHOLDERS’ AGREEMENT DATED AS OF FEBRUARY 2, 2006, AS SUCH AGREEMENT MAY BE AMENDED, BY AND AMONG THE STOCKHOLDERS OF INDALEX HOLDINGS FINANCE, INC., AND MAY NOT BE TRANSFERRED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SAID AGREEMENT AND ALL AMENDMENTS THERETO IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. (h) I have consulted my own tax advisors in connection with my exercise of this Option and I am not relying upon the Company offers for any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent tax advice. (i) I am presently an employee of the Company. Submitted by the Optionholder: Date: By: Print Name: Address: Social Security No. Received and Accepted by the Company: Indalex Holdings Finance, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.Inc. By: Print Name: Title:

Representations. (a) The Optionee represents, Manager hereby warrants and covenants that:represents to the Adviser that (a) it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Portfolio, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect; (b) it is not prohibited by the 1940 Act or other applicable laws and regulations from performing the services contemplated by this Agreement; (c) it will immediately notify the Adviser of the occurrence of any event that would disqualify it from serving in its designated capacities with respect to the Portfolio; and (d) this Agreement has been duly and validly authorized, executed and delivered on behalf of the Manager and is a valid and binding agreement of the Manager enforceable in accordance with its terms; (ib) Any shares purchased upon exercise of this option shall The Adviser hereby warrants and represents to the Manager that (a) it is registered as an investment adviser under the Advisers Act; (b) it has obtained all applicable licenses, permits, registrations and approvals that may be acquired for required in order to serve in its designated capacities with respect to the Optionee's account for investment onlyPortfolio, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect; (c) it is not prohibited by the 1940 Act or other applicable laws and regulations from performing the services contemplated by this Agreement; (d) it will immediately notify the Manager of the occurrence of any event that would disqualify it from serving in its designated capacities with respect to the Portfolio; and (e) this Agreement has been duly and validly authorized, executed and delivered on behalf of the Adviser and is a valid and binding agreement of the Adviser enforceable in accordance with its terms; (c) The Adviser hereby warrants and represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a view to, or for sale in connection with, any distribution copy of such code of ethics. Within forty-five days of the shares end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, chief operating officer or a vice-president of the Adviser shall certify to the Manager that the Adviser’s code of ethics has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Securities Act Adviser’s code of 1933 (ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. In the "Securities Act")event a material violation of the Adviser’s code of ethics has occurred, or any rule or regulation under upon request, the Securities ActAdviser shall provide the Manager with appropriate documentation as to the nature of the violation and steps taken to remedy such breach. (iid) The Optionee Adviser hereby warrants and represents that it has had such opportunity as he or she has deemed adequate to obtain from representatives of provided the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company Trust and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any Manager with a copy of its Common Stock for sale pursuant to a registration statement under the Securities ActForm ADV Part II, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, which as of the date of this Agreement is its Form ADV Part II as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Adviser’s Form ADV Part II to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act; (e) The Adviser agrees that it will notify the Trust and the Manager of any assignment (within the meaning of the Investment Company Act) of this Agreement or change of control (within the meaning of the Investment Company Act) of the Adviser, as applicable, in each case prior to or promptly after, such paymentchange. In the event of any such assignment or change of control, the representations made parties agree that the Adviser will bear reasonable expenses of the Trust, if any, arising out of such assignment or change of control as is mutually agreeable between the parties; (f) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage; and (g) The Adviser agrees that neither it, nor any of its affiliates, will knowingly in this Section 12any way refer directly or indirectly to its relationship with the Trust, the Portfolios, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolios in its composite performance.

Representations. The Optionee represents, warrants (a) Each Company makes the following representations and covenants thatwarranties to the Security Agent for its own benefit and as security trustee for the benefit of the Secured Parties and acknowledges that the Security Agent and Secured Parties have relied upon those representations and covenants: (i) Any each Company is a duly organised and validly existing private company limited by shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act.laws of England with the corporate power to enter into this Debenture; (ii) The Optionee this Debenture has had been duly authorised by all necessary corporate action on the part of each Company and constitutes a legal and valid agreement binding on each Company, enforceable against each Company in accordance with its terms (except, in any case, as such opportunity as he enforceability may be limited by bankruptcy, insolvency, reorganisation, or she has deemed adequate similar laws affecting creditors’ rights generally and subject to obtain from representatives general principles of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company.equity); (iii) The Optionee all of the tangible Charged Property (i) is able located at the places specified in Schedule 3 (Locations of Charged Property) or any amendment thereto (except with respect to bear goods in transit or with respect to Tangible Moveable Property out for repair), and (ii) is, or when any Company acquires any right, title or interest therein, will be, the economic risk sole property of holding such shares acquired pursuant to the exercise Company, free and clear of this option for an indefinite period.all Liens, except Permitted Liens; (iv) The Optionee understands that the Shares are duly authorised, validly issued and fully paid, represent the whole of the issued share capital of the Canada Goose Services Limited (Acompany number 09601223) and are not subject to any option to purchase or similar rights and the constitutional documents of the company in respect of which the Shares are issued do not and could not restrict or inhibit (whether absolutely, partly, under a discretionary power or otherwise) the shares acquired transfer of the Shares pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock enforcement of the Company and the Company has no obligation security by or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act.Debenture; and (v) the security interest created herein constitutes, under English law, (i) a legal and valid security interest in all of the Charged Property securing the payment and performance of the Secured Obligations, (ii) subject to the making of all necessary registrations of this Debenture, a perfected security interest in all of the Charged Property (to the extent perfection in the Charged Property can be accomplished by such registration) and (iii) subject to the obtaining of control, a perfected security interest in all of the Charged Property (to the extent perfection in the Charged Property can be accomplished by control). The Optionee agrees that, if the Company offers security interest created herein is and shall be prior to any other Lien on any of its Common Stock for sale pursuant the Charged Property, subject only to a registration statement under Permitted Liens. (vi) The representations made by the Securities Act, Companies in this Clause 12 (Representations) are made by the Optionee will not, without Companies on the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise date of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be Debenture and deemed to have reaffirmed, be made by the Companies by reference to the facts and circumstances then existing as of the date of such paymenteach Credit Event in accordance with, and subject to the representations made exceptions set forth in this Section 12the Credit Agreement.

Representations. (a) The Optionee representsSponsor represents and warrants as follows: the Sponsor hereby acknowledges that an investment in the Class B Ordinary Shares involves certain significant risks. The Sponsor acknowledges and hereby agrees that the Class B Ordinary Shares will not be transferable under any circumstances unless the Class B Ordinary Shares are registered in accordance with federal and state securities laws or an exemption under such laws is available. The Sponsor further acknowledges and hereby agrees that the Class B Ordinary Shares are subject to transfer restrictions and forfeiture provisions as set forth in the Subscription Agreement and the Letter Agreement to be entered into among the Company, warrants the Sponsor and covenants that: the other individual parties thereto, and the lock-up provisions therein. The Sponsor further understands that any certificates evidencing the Class B Ordinary Shares will bear a legend (ias provided in the Subscription Agreement) Any shares purchased upon exercise of this option shall be acquired referring to the foregoing transfer restrictions. The Class B Ordinary Shares are being assigned solely for the Optionee's account Sponsor’s own account, for investment purposes only, and are not being assigned with a view to, to or for sale in connection withthe resale, distribution, subdivision or fractionalization thereof; and the Sponsor has no present plans to enter into any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act")contract, undertaking, agreement or any rule arrangement for such resale, distribution, subdivision or regulation under the Securities Act. (ii) fractionalization. The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee Sponsor is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option its investment for an indefinite period. period of time. The Sponsor has been given the opportunity to (ivi) ask questions of and receive answers from the Initial Purchaser and the Company concerning the terms and conditions of the Class B Ordinary Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Initial Purchaser possesses or can acquire without unreasonable effort or expense that is necessary to assist the Sponsor in evaluating the advisability of the receipt of the Class B Ordinary Shares and an investment in the Company. The Optionee understands that (A) the shares acquired pursuant Sponsor is not relying on any oral representation made by any person as to the exercise of this option will not be registered Company or its operations, financial condition or prospects. The Sponsor is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). (b) The Initial Purchaser represents and are "restricted securities" warrants that he has not engaged in any general solicitation or general advertising within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered 502 under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock the offer and sale of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities ActClass B Ordinary Shares. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee representsIn the event Grantee exercises the Option prior to an initial public offering by the Company or counsel to the Company otherwise determines that such representations and legends are required by law in connection with the exercise of the Option, warrants and covenants thatGrantee hereby represents to the Company as follows: (ia) Any shares purchased upon exercise of this option shall be acquired for Grantee is acquiring the Optionee's account Shares solely for investment onlypurposes, and not with a view to, no present intention of distributing or for sale in connection with, reselling any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), Shares or any rule or regulation under interest therein. Grantee acknowledges that the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will Shares have not be been registered under the Securities Act of 1933, as amended (the “Securities Act”). (b) Grantee is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (c) Grantee understands that the Shares are "“restricted securities" within ” under applicable U.S. federal and state securities laws and that, pursuant to these laws, he or she must hold the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of Shares indefinitely unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and qualified by state authorities, or unless an exemption from such registration and qualification requirements is available. Grantee acknowledges that the Company has no obligation or current intention to register or qualify the Shares for resale. Grantee further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares and requirements relating to the Company which are outside of Grantee’s control, and which the Company is under no obligation to and may not be able to satisfy. (d) Grantee understands that there is no public market for the Shares, that no market may ever develop for them and that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any shares acquired other federal, state or other governmental agency. (e) Grantee understands that the Shares are subject to certain restrictions on transfer set forth in the Plan. Both the Plan and the applicable Award Agreement pursuant to which the Option has been granted are incorporated herein by reference. (f) Grantee understands that the certificate (if any) representing the Shares will be imprinted with the following legends: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SHARES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES, REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A REPURCHASE RIGHT IN FAVOR OF THE COMPANY OR ITS ASSIGNEE AS SET FORTH IN THE STOCK OPTION AWARD AGREEMENT, DATED BETWEEN AND TALECRIS BIOTHERAPEUTICS HOLDINGS CORP. SUCH REPURCHASE RIGHT IS BINDING ON TRANSFEREES OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” (g) Grantee has consulted his or her own tax advisors in connection with the exercise of this option under Option and is not relying upon the Securities ActCompany for any tax advice. (vh) The Optionee agrees that, if Grantee is presently an employee of the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of was an employee within 90 days after the effective date of such registration statement. By making payment upon prior to exercise of this option, the Optionee shall be deemed (one year if Grantee is no longer an employee due to have reaffirmed, as of the date of such payment, the representations made in this Section 12death or Disability).

Representations. The Optionee Employee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the OptioneeEmployee's account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), ) or any rule or regulation under the Securities Act. (ii) The Optionee Employee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee Employee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee Employee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee Employee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee Employee agrees that, if the Company offers for the first time any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee Employee will not, without the prior written consent of the Company, publicly offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition")indirectly, any shares purchased upon exercise of this option for a period of 90 days ninety (90) days, or such longer period as the Company may reasonably require, after the effective date of such registration statement. (vi) The Employee's principal residence is at the address set forth below on the signature page. The Employee shall promptly notify the Company of any change in the Employee's principal residence. By making payment upon any exercise of this option, in whole or in part, the Optionee Employee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1213.

Representations. The Optionee represents, Each of the Parties hereby represents and warrants and covenants thatto each other Party: (ia) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale that such Party is an “Accredited Investor” as defined in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "“Securities Act"”), and is acquiring its shares of Class A Common Stock or PE Units, as applicable, for its own account for investment, and not with a view to any rule distribution, resale, subdivision or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives fractionalization thereof in violation of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 other applicable domestic or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the publicforeign securities law, and other such Party does not have any present plan to enter into any contract, undertaking, agreement or arrangement for any such distribution, resale, subdivision or fractionalization, except as described in the Registration Statement. Such Party has had an opportunity to discuss PubCo’s and Parsley LLC’s business, management, financial affairs and the terms and conditions of Rule 144 are complied with; this Agreement with PubCo’s and (D) there is now no registration statement Parsley LLC’s management. Such Party acknowledges and agrees that PubCo or Parsley LLC, as applicable, shall place a legend in substantially the following form on file with certificates or by notation on book-entry positions representing the Securities and Exchange Commission shares of Class A Common Stock or PE Units, as applicable, other than with respect to any stock shares of Class A Common Stock that are contemplated to be sold under the Registration Statement: “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR UNDER APPLICABLE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER SUCH LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.” (b) that the execution, delivery and performance by such Party of this Agreement, and the consummation of the Company transactions contemplated hereby, do not and will not (i) conflict with or violate the Company has no certificate of incorporation, bylaws, certificate of formation, operating agreement or similar organizational document of such Party, as in effect on the date hereof (ii) conflict with or violate any law applicable to such Party, or (iii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any person or otherwise adversely affect any rights of such Party under or pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or current intention other contract to register which such Party is a party or by which such Party or its assets may be bound or affected; (c) that such Party owns all interests contributed hereby free and clear of all liens, encumbrances, security interests, equities, charges or claims; (d) that such Party reviewed with, or has had opportunity to consult with, their own independent legal and tax advisors regarding the transactions contemplated hereby, including the U.S. federal, state, local, foreign and other tax consequences of the transactions contemplated hereby and hereby acknowledges that neither PubCo or Parsley LLC nor their advisors (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P) has provided to such Party any shares acquired pursuant such legal or tax advice regarding the transactions contemplated hereby; and (e) that Parsley LLC and PubCo are making no representation or warranty as to the exercise of this option under U.S. federal, state, local, foreign or other tax consequences to the Securities Act. (v) The Optionee agrees thatExisting Members, if the Company offers any of its Common Stock for sale pursuant to NGP or PEEH as a registration statement under the Securities Act, the Optionee will not, without the prior written consent result of the Companytransactions contemplated by this Agreement. The Existing Members, offer, sell, contract to sell NGP and PEEH understand that each of them (and not Parsley LLC or otherwise dispose of, directly or indirectly (PubCo) will be responsible for such person’s own tax liability that may arise as a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as result of the date of such payment, the representations made in this Section 12transactions contemplated hereby.

Representations. Each of the Recipients represents and warrants, severally and not jointly, as follows, with respect to herself/himself: the Recipient hereby acknowledges that an investment in the Shares involves certain significant risks. The Optionee representsRecipient acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless the Shares are registered in accordance with federal and state securities laws or an exemption under such laws is available. The Recipient further acknowledges and hereby agrees that the Shares are subject to restrictions and obligations as set forth in the Subscription Agreement, warrants that portion of such Recipient’s Shares (in an amount as indicated on Annex II hereto) are subject to forfeiture pursuant to the forfeiture provision contained in Section 3.1 thereto, and covenants that: the Insider Letter to be entered into among the Company, the GP Sponsor, IDS III LLC, a Delaware limited liability company, and the other parties thereto, substantially in the form attached as Annex III hereto, and the lock-up provisions therein. The Recipient further understands that any certificates evidencing the Shares bear a legend (ias provided in the Subscription Agreement) Any shares purchased upon exercise of this option shall be acquired referring to the foregoing transfer restrictions. The Shares are being assigned solely for the Optionee's account Recipient’s own account, for investment purposes only, and are not being assigned with a view to, to or for sale in connection withthe resale, distribution, subdivision or fractionalization thereof; and the Recipient has no present plans to enter into any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act")contract, undertaking, agreement or any rule arrangement for such resale, distribution, subdivision or regulation under the Securities Act. (ii) fractionalization. The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee Recipient is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option its investment for an indefinite period. period of time. The Recipient has been given the opportunity to (ivi) The Optionee understands that (A) ask questions of and receive answers from the shares acquired pursuant to GP Sponsor and the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information Company concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; the Shares, and the business and financial condition of the Company and (Dii) there obtain any additional information that the GP Sponsor possesses or can acquire without unreasonable effort or expense that is now no registration statement necessary to assist the Recipient in evaluating the advisability of the receipt of the Shares and an investment in the Company. The Recipient is not relying on file with any oral representation made by any person as to the Company or its operations, financial condition or prospects. The Recipient is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any Act of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed1933, as of the date of such payment, the representations made in this Section 12amended.

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's ’s account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 1933, as amended (the "“Securities Act"”), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "“restricted securities" ” within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years one year and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1211.

Representations. The Optionee represents, warrants warrants, covenants and covenants agrees that: (i) Any shares purchased upon exercise of this option shall be The Option has been, and any Exercise Shares will be, acquired for the Optionee's account for investment only, only and not with a view to, or for sale in connection with, any distribution thereof. The Optionee agrees that the Optionee will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of all or any part of the shares Option or any Exercise Shares (or solicit offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the Option or any Exercise Shares), except in violation of compliance with the Securities Act of 1933 (the "Securities Act")) and any applicable rules and regulations thereunder, or any rule or regulation under the Securities Actand in compliance with applicable state securities laws. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares Shares acquired pursuant to the exercise of this option the Option for an indefinite period. (iv) The Optionee understands that (A) the shares Exercise Shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an the exemption from registration under Rule 144 or otherwise under the Securities Act will not be available for at least two years one year after issuance of the Exercise Shares, and even then will not be available unless a public market then exists for the Common StockShares, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option Exercise Shares under the Securities Act. (v) The Optionee agrees that, if the Company offers In respect of any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares Option Shares purchased upon exercise of this option for a period all or any part of 90 days after the effective date of such registration statementOption, the Optionee shall be entitled to the rights and subject to the obligations created under the Stockholders Agreement to the extent set forth therein. By making payment upon exercise of this optionthe Exercise Price, the Optionee shall be deemed to have remade and reaffirmed, as of the date Exercise Date, all of such paymentthe representations, the representations warranties, covenants and agreements made in this Section 128.

Representations. The Optionee representsRecipient represents and warrants as follows: the Recipient hereby acknowledges that an investment in the Shares involves certain significant risks. The Recipient acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless the Shares are registered in accordance with federal and state securities laws or an exemption under such laws is available. The Recipient further acknowledges and hereby agrees that the Shares are subject to restrictions and obligations as set forth in the Subscription Agreement, warrants that Shares are subject to forfeiture pursuant to the forfeiture provision contained in Section 3.1 thereto, and covenants that: the Insider Letter to be entered into among the Company, the GP Sponsor, the Recipient, and the other parties thereto, substantially in the form attached as Annex II hereto, and the lock-up provisions therein. The Recipient further understands that any certificates evidencing the Shares bear a legend (ias provided in the Subscription Agreement) Any shares purchased upon exercise of this option shall be acquired referring to the foregoing transfer restrictions. The Shares are being assigned solely for the Optionee's account Recipient’s own account, for investment purposes only, and are not being assigned with a view to, to or for sale in connection withthe resale, distribution, subdivision or fractionalization thereof; and the Recipient has no present plans to enter into any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act")contract, undertaking, agreement or any rule arrangement for such resale, distribution, subdivision or regulation under the Securities Act. (ii) fractionalization. The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee Recipient is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option its investment for an indefinite period. period of time. The Recipient has been given the opportunity to (ivi) The Optionee understands that (A) ask questions of and receive answers from the shares acquired pursuant to GP Sponsor and the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information Company concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; the Shares, and the business and financial condition of the Company and (Dii) there obtain any additional information that the GP Sponsor possesses or can acquire without unreasonable effort or expense that is now no registration statement necessary to assist the Recipient in evaluating the advisability of the receipt of the Shares and an investment in the Company. The Recipient is not relying on file with any oral representation made by any person as to the Company or its operations, financial condition or prospects. The Recipient is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any Act of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed1933, as of the date of such payment, the representations made in this Section 12amended.

Representations. The Optionee Employee represents and warrants to the Company that (a) the Employee has the legal right to enter into this Agreement and to perform all of the obligations on the Employee’s part to be performed hereunder in accordance with its terms, and (b) the Employee is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in 11 either case, could prevent the Employee from entering into this Agreement or performing all of the Employee’s duties and obligations hereunder. In addition, the Employee acknowledges that the Employee is aware of Section 304 (Forfeiture of Certain Bonuses and Profits) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the right of the Company to be reimbursed for certain payments to the Employee in compliance therewith. In addition, the Employee hereby represents, warrants and covenants agrees with the Company that: : (i) Any shares purchased upon exercise a portion of the compensation payable to the Employee pursuant to this option shall be acquired Agreement constitutes good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, for the Optionee's account for investment only, covenants and not with a view to, or for sale agreements contained in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. Section 11 and Section 12; (ii) The Optionee has had such opportunity as he the covenants and agreements contained in Section 11 and Section 12 are reasonable, appropriate and suitable in their geographic scope, duration and content; the Employee shall not, directly or she has deemed adequate to obtain from representatives indirectly, raise any issue of the Company reasonableness, appropriateness and suitability of the geographic scope, duration or content of such information as is necessary covenants and agreements in any proceeding to permit enforce such covenants and agreements; and such covenants and agreements shall survive the Optionee to evaluate termination of the merits and risks of his or her investment in Employees employment for the Company. durations set forth therein; (iii) The Optionee is able the enforcement of any remedy under this Agreement will not prevent the Employee from earning a livelihood because the Employee’s past work history and abilities are such that the Employee reasonably can expect to bear the economic risk find work, if he so chooses, in other areas and lines of holding such shares acquired pursuant to the exercise of this option for an indefinite period. business; (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act covenants and agreements stated in Section 11 and Section 12 are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists essential for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied withEmployer’s reasonable protection; and (Dv) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to reasonably relied on these covenants and agreements by the exercise of this option under the Securities ActEmployee. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee EDS hereby represents, warrants and covenants thatto Birch First Capital and/or Birch Advisors as follows: (ia) Any There are Fifty Million (50,000,000) shares purchased upon exercise of Common Stock of EDS authorized, of which approximately 25,498,202 Shares of Common Stock are issued and outstanding; with 10,000,000 preferred shares authorized and 0 issued and outstanding; (b) The shares of Common Stock to be issued pursuant to this option shall be acquired for the Optionee's account for investment onlyAgreement are duly authorized, and not with a view towhen issued will be duly and validly issued, fully paid and non-assessable, free and clear of all liens, encumbrances and preemptive and similar rights to subscribe for or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act.purchase securities; (iic) The Optionee has had such opportunity as he or she has deemed adequate to obtain shares will be exempt from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered registration under the Securities Act and are "restricted issuable without any restrictive legend pursuant to an applicable legal opinion letter; (d) EDS has reserved from its duly authorized capital stock a number of shares of Common Stock at least equal to the greater of the number of shares that could be issued pursuant to the terms of this Agreement; (e) If at any time it appears reasonably likely that there may be insufficient authorized shares to fully comply with this Agreement, EDS shall promptly increase its authorized shares to ensure its ability to timely comply with this Agreement; (f) The execution of this Agreement and performance of this Agreement by EDS and Birch First Capital and Birch Advisors will not (1) conflict with, violate or cause a breach or default under any agreements between EDS and any creditor (or any affiliate thereof) related to the account receivables comprising the Claims, or (2) require any waiver, consent, or other action of EDS or any creditor, or their respective affiliates, that has not already been obtained; (g) Without limitation, EDS hereby waives any provision in any agreement related to the account receivables comprising the Claims requiring payments to be applied in a certain order, manner, or fashion, or providing for exclusive jurisdiction in any court other than this Court; (h) EDS has all necessary power and authority to execute, deliver and perform all of its obligations under this Agreement; (i) The execution, delivery and performance of this Agreement by EDS has been duly authorized by all requisite action on the part of EDS and its Board of Directors (including a majority of its independent directors), and this Agreement has been duly executed and delivered by EDS; (j) EDS did not enter into the transaction giving rise to the Claims in contemplation of any sale or distribution of EDS's common stock or other securities" ; (k) There has been no modification, compromise, forbearance, or waiver entered into or given with respect to the Claims, except as contemplated herein. There is no action based on the Claims that is currently pending in any court or other legal venue, except as defined herein, and no judgments based upon the Claims have been previously entered in any legal proceeding; (l) No taxes will be due, payable or withholdable as a result of settlement of the Claims; (m) Birch First Capital nor Birch Advisors was not and within the meaning past ninety (90) days has not been directly or indirectly through one or more intermediaries in control, controlled by, or under common control with, EDS and is not an affiliate of EDS as defined in Rule 144 promulgated under the Securities Act; ; (Bn) such shares cannot be soldTo the best of EDS's knowledge, transferred Birch First Capital nor Birch Advisors is not, directly or otherwise disposed indirectly, utilizing any of unless they are subsequently registered under the Securities Act proceeds received from Birch First Capital or an exemption from registration is then available; (C) Birch Advisors for the Claims to provide any consideration to or invest in any eventmanner in EDS or any affiliate of EDS; (o) EDS has not received any notice (oral or written) from the SEC or Principal Market regarding a halt, an exemption from registration under Rule 144 limitation or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for suspension of trading in the Common Stock; and Birch First Capital nor Birch Advisors will not, adequate information concerning directly or indirectly, receive any consideration from or be compensated in any manner by, EDS, or any affiliate of EDS, in exchange for or in consideration of the Company is then available Claims; (p) EDS represents that none of the services provided, if any, or to be provided which gave rise to the public, Claims were or are services related to promoting EDS's Securities or that may be considered relations services; (q) EDS represents that the Claim being settled pursuant hereto is a bona-fide Claim against EDS and other terms that the written agreements and conditions of Rule 144 promissory note underlying each Claim are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock accurate representations of the Company nature of the debt and/or the amounts owed by EDS to both Birch First Capital and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities ActBirch Advisors, respectively. (vr) The Optionee agrees thatEDS represents and warrants that the Original Note due to Birch First Capital, if as amended, and the Company offers any New Note are both a bona fide debt of its Common Stock for sale pursuant to a registration statement under EDS, that said Original Note is in default, and that the Securities Acttotal amount due and owing on said Original Note is in the amount of USD $300,000, including principal and accrued interest, penalties and late fees and legal fees on the Optionee will notOriginal Note, without and the prior written consent total amount of USD $300,000 of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly New Note (a "Disposition"), any shares purchased upon exercise in the aggregate amount of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, $600,000) as of the date of execution hereof; (s) EDS acknowledges that Birch First Capital, Birch Advisors, or its affiliates may, from time to time, hold outstanding securities of EDS, which may be convertible in shares of EDS's common stock at a floating conversion rate tied to the current market price for the stock. The number of shares of Common Stock issuable pursuant to this Agreement may increase substantially in certain circumstances, including, but not necessarily limited to the circumstance wherein the trading price of the Common Stock declines during the Valuation Period. EDS's executive officers and directors have studied and fully understand the nature of the transaction contemplated by this Agreement and recognize that they have a potential dilutive effect. The board of directors of EDS has concluded in its good faith business judgment that such paymenttransaction is in the best interests of EDS. EDS specifically acknowledges that its obligation to issue the Settlement Shares is binding upon EDS and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of EDS. The Board of Directors of EDS has further given its consent for each conversion of shares of stock pursuant to this agreement and agrees and consents that same may occur below the par value of EDS 's Common Stock. (t) None of the transactions agreements or proceedings described above is party of a plan or scheme to evade the registration requirements of the Securities Act and both Birch First Capital and Birch Advisors, the representations made respectively, are acting and have acted in this Section 12an arms length capacity.

Representations. The Optionee representsIn connection with my exercise of the Option, warrants and covenants thatI hereby represent to the Company as follows: (ia) Any shares purchased upon exercise of this option shall be acquired for I am acquiring the Optionee's account Shares solely for investment onlypurposes, and not with a view to, no present intention of distributing or for sale in connection with, reselling any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), Shares or any rule or regulation under interest therein. I acknowledge that the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will Shares have not be been registered under the Securities Act of 1933, as amended (the “Securities Act”). (b) I am aware of the Company’s business affairs and financial condition and have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (c) I understand that the Shares are "“restricted securities" within ” under applicable U.S. federal and state securities laws and that, pursuant to these laws, I must hold the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of Shares indefinitely unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and qualified by state authorities, or unless an exemption from such registration and qualification requirements is available. I acknowledge that the Company has no obligation or current intention to register or qualify the Shares for resale. I further acknowledge that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and requirements relating to the Company which are outside of my control, and which the Company is under no obligation to and may not be able to satisfy. (d) I understand that there is no public market for the Shares, that no market may ever develop for them, and that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any shares acquired pursuant other federal, state or other governmental agency. (e) I understand that the Shares are subject to certain restrictions on transfer set forth in the Plan. Both the Plan and the Grant Agreement are incorporated herein by reference. (f) I understand that any Shares purchased hereunder shall be subject to the Stockholders’ Agreement of the Company dated as of , as it may be amended from time to time (“Stockholders’ Agreement”), a copy of which has been provided to me, and that it is a condition to the exercise of this option under my Option that I execute the Securities Actattached signature page of the Stockholders’ Agreement, agreeing to be bound thereby. I have had a full and fair opportunity to review the Stockholders’ Agreement prior to exercising the Option. (vg) The Optionee agrees thatI understand that the certificate representing the Shares will be imprinted with the following legends: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, if AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES, REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL AND A REPURCHASE RIGHT IN FAVOR OF THE COMPANY OR ITS ASSIGNEE AS SET FORTH IN THE COMPANY’S STOCK OPTION PLAN. SUCH RIGHT OF FIRST REFUSAL AND REPURCHASE RIGHT ARE BINDING ON TRANSFEREES OF THE SHARES REPRESENTED BY THIS CERTIFICATE. THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY ARE HELD SUBJECT TO THE TERMS, COVENANTS AND CONDITIONS OF A STOCKHOLDERS’ AGREEMENT DATED AS OF , AS SUCH AGREEMENT MAY BE AMENDED, BY AND AMONG THE STOCKHOLDERS OF MATTRESS HOLDING CORP., AND MAY NOT BE TRANSFERRED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SAID AGREEMENT AND ALL AMENDMENTS THERETO IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. (h) I have consulted my own tax advisors in connection with my exercise of this Option and I am not relying upon the Company offers for any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent tax advice. (i) I am presently an employee of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after . [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Submitted by the effective date of such registration statementOptionholder: Date: By: Print Name: Address: Social Security No. By making payment upon exercise of this option, Received and Accepted by the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.Company: Mattress Holding Corp. By: Print Name: Title:

Representations. 4.1 The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise offer of this option shall be acquired for Agreement by the Optionee's account for investment only, and Borrower was not with a view to, made to the Lender or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from its representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear United States and, at the economic risk of holding such shares acquired pursuant time the Lender's buy order was made to the exercise of this option for an indefinite period.Lender, the Lender and its representatives were outside the United States; (iv4.2 The Lender is not a U.S. Person, as defined in Rule 902(k) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (Dl) there is now no registration statement on file with (copies attached) of Regulation S as promulgated by the U.S. Securities and Exchange Commission with respect ("SEC"); 4.3 The Lender is not and will not be purchasing the Note or any Shares for the account or benefit of any U.S. Person; 4.4 The activities of the Lender contemplated hereunder are not part of any scheme to avoid the registration requirements of the U.S. Securities Act; 4.5 The Lender has no intention to distribute, and shall not transfer, either directly or indirectly, any interest in this Agreement, the Note or the Shares to any stock of person within the Company and the Company has no obligation United States or current intention to register any shares acquired U.S. persons except pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a an effective registration statement under the U.S. Securities Act, or an exemption therefrom; 4.6 The Lender agrees that any resale of any interest in this Agreement, the Optionee Note and any Shares will notbe made only in accordance with the provisions of SEC Regulation S, without pursuant to registration under the prior written consent of U.S. Securities Act and applicable state securities laws, or pursuant to an available exemption from such registration, and agrees not to engage in hedging transactions with regard to the CompanyBorrower's securities unless incompliance with the U.S. Securities Act; 4.7 all certificates evidencing the Lender's interests in the Note and underlying Shares shall bear the following legend, offerto which this Agreement is also subject: "THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS, sellAND THE TRANSFER THEREOF IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE ACT, contract PURSUANT TO REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT"; 4.8 All certificates evidencing the Lender's Note shall also bear the following legend: "THIS NOTE AND ANY SHARES TO BE ISSUED UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE ACT, AND THIS NOTE MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. EACH PERSON EXERCISING THIS NOTE WILL BE REQUIRED TO GIVE: (A) WRITTEN CERTIFICATION THAT IT IS NOT A U.S. PERSON AND THE NOTE IS NOT BEING EXERCISED ON BEHALF OF A U.S. PERSON; OR (B) A WRITTEN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT THE NOTE AND THE SECURITIES DELIVERED UPON EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE ACT OR ARE EXEMPT FROM REGISTRATION THEREUNDER." 4.9 The Lender and the Borrower hereby agree that the Borrower shall not be bound by, and shall refuse to sell or otherwise dispose of, directly or indirectly (a "Disposition")register, any shares purchased upon exercise transfer of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this optionAgreement, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations Note and any Shares not made in this Section 12accordance with the provisions of Regulation S, pursuant to registration under the U.S. Securities Act and applicable state securities laws, or pursuant to an available exemption from such registration.

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's ’s account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "“Securities Act"”), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "“restricted securities" ” within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "“Disposition"”), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee Company hereby represents, warrants and covenants thatto SCC as follows: a. There are Two Hundred Fifty Million (i250,000,000) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives Common Stock of the Company such information authorized as is necessary of June 23, 2025, of which approximately Sixty-Eight Millio n Nine Hundred Sixty Thousand One Hundred and Fourteen (68,960,114) Shares of Common Stock are issued and outstanding as of June 23, 2025; and One Hundred Sixty-Five Million Six Hundred Twenty-Nine Thousand and Thirty (165,629,030) Shares of Common Stock are available for issuance pursuant hereto; b. The shares of Common Stock to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired be issued pursuant to the exercise Order are duly authorized, and when issued will be duly and validly issued, fully paid and non-assessable, free and clear of this option all liens, encumbrances and preemptive and similar rights to subscribe for an indefinite period.or purchase securities; (iv) c. The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered exempt from registration under the Securities Act and issuable without any restrictive legend; d. The Company shall initially reserve from its duly authorized capital stock Forty-Seven Million (47,000,000) shares during the Valuation Period in order to ensure that it can properly carry out the terms of this Agreement, which may only be released to Company once all of the Settlement Shares and Settlement Fee Shares have been delivered and converted pursuant to this Agreement and Company’s obligations are "restricted otherwise fully satisfied or there has otherwise been a default pursuant to the terms of this Agreement. In the event that Company effectuates a reverse split of Company’s Common Stock while any obligations are owed to SCC pursuant to this Agreement by Company, then the reserve shares shall be proportionately adjusted; e. If at any time it appears reasonably likely that there may be insufficient authorized shares and/or reserve shares to fully comply with the Order, Company shall promptly increase its authorized shares and/or reserve shares to ensure its ability to timely comply with the Order; f. As of the date of this Agreement the execution of this Agreement and performance of the Order by Company and SCC will not (1) conflict with, violate or cause a breach or default under any agreements between Company and any creditor (or any affiliate thereof) related to the account receivables comprising the Claims, or (2) require any waiver, consent, or other action of the Company or any creditor, or their respective affiliates, that has not already been obtained; g. Without limitation, the Company hereby waives any provision in any agreement related to the account receivables comprising the Claims requiring payments to be applied in a certain order, manner, or fashion, or providing for exclusive jurisdiction in any court other than this Court; h. The Company has all necessary power and authority to execute, deliver and perform all of its obligations under this Agreement; i. The Company has corporate Shareholder’s delegations in place with sufficient authorized capital or shall arrange a Shareholder’s meeting to satisfy the legal and regulatory requirements in connection with this transaction; j. The corporate issuance shall be made without preferential subscription rights of the existing shareholders or holders of securities granting access to the Company’s capital; k. This Settlement Agreement and Stipulation shall be subject to all required corporate authorizations by the Company; l. The execution, delivery and performance of this Agreement by Company has been duly authorized by all requisite action on the part of Company and its Board of Directors (including a majority of its independent directors), and this Agreement has been duly executed and delivered by Company; m. Company did not enter into the transaction giving rise to the Claims in contemplation of any sale or distribution of Company’s common stock or other securities" ; n. There has been no modification, compromise, forbearance, or waiver entered into or given with respect to the Claims. There is no action based on the Claims that is currently pending in any court or other legal venue, and no judgments based upon the Claims have been previously entered in any legal proceeding with the exceptions as contained in the Claim Purchase Agreements; o. To Company’s knowledge, Seller was not and within the past ninety (90) days has not been directly or indirectly through one or more intermediaries in control, controlled by, or under common control with, the Company and is not an affiliate of the Company as defined in Rule 144 promulgated under the Act, except as represented within the Claim Purchase Agreements; p. Company is operational and is a non-shell company within the meaning of Rule 144 under 405 and all applicable Securities Rules and Registration pertaining thereto; q. Company represents that Seller is not, directly or indirectly, utilizing any of the Securities Act; (B) such shares cannot be sold, transferred proceeds received from SCC for selling the Claims to provide any consideration to or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) invest in any eventmanner in the Company or any affiliate of the Company; r. Company has not received any notice (oral or written) from the SEC or Principal Market regarding a halt, an exemption from registration under Rule 144 limitation or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for suspension of trading in the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act.and (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee s. Seller will not, without directly or indirectly, receive any consideration from or be compensated in any manner by, the prior written consent Company, or any affiliate of the Company, offer, sell, contract to sell in exchange for or otherwise dispose of, directly in consideration of selling the Claims; t. Company represents that each Claim being purchased pursuant hereto is a bona-fide Claim against the Company and that the invoices or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as written contract(s)/promissory notes underlying each Claim are accurate representations of the date nature of the debt and the amounts owed by the Company to Seller and that the goods or services which are the subject of the Claims being purchased have been received or rendered; u. Company acknowledges that SCC or its affiliates may from time to time, hold outstanding securities of the Company which may be convertible into shares of the Company’s common stock at a floating conversion rate tied to the current market price for the stock. The number of shares of Common Stock issuable pursuant to this Agreement may increase substantially in certain circumstances, including, but not necessarily limited to the circumstance wherein the trading price of the Common Stock declines during the Valuation Period. The Company’s executive officers and directors have studied and fully understand the nature of the transaction contemplated by this Agreement and recognize that they have a potential dilutive effect. The board of directors of the Company has concluded in its good faith business judgment that such payment, transaction is in the representations made best interests of the Company. The Company specifically acknowledges that its obligation to issue the Settlement Shares and Settlement Fee Shares is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company. The Board of Directors of the Company has further given its consent for each conversion of shares of stock pursuant to this Agreement. v. None of the transactions agreements or proceedings described above is part of a plan or scheme to evade the registration requirements of the Securities Act and BURU and SCC are acting and have acted in this Section 12an arms length capacity.

Representations. The Optionee represents, warrants and covenants undersigned entity represents that: (ia) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment onlyThe entity has, and not with a view toif applicable, its officers, employees, directors or for sale equity owners have, sufficient knowledge and experience in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee similar investments to evaluate the merits and risks of his or her an investment in [COMPANY], or the Companyentity has retained an attorney, accountant, financial advisor or consultant as its purchaser representative. If applicable, the name, employer, address, and telephone number of the purchaser representative follows: (b) The entity and, if applicable, its purchaser representative, has received the private placement memorandum relating to this offering (the “Private Placement Memorandum”); and the entity and, if applicable, its purchaser representative, understand the Private Placement Memorandum and the risks involved in this offering. The entity and, if applicable, its purchaser representative have been given the opportunity to ask questions and obtain material and relevant information from the Issuer enabling it to make an informed investment decision. All data that the entity and, if applicable, its purchaser representative, have requested has been furnished to it. (iiic) The Optionee is able to bear Any Securities the economic risk of holding such shares acquired pursuant entity may acquire will be for its own account for investment and not with any view to the exercise distribution thereof, and it will not sell, assign, transfer or otherwise dispose of this option for an indefinite periodany of the Securities, or any interest therein, in violation of the Securities Act or any applicable state securities law. (ivd) The Optionee entity understands that (Ai) the shares acquired pursuant to the exercise of this option any Securities it may acquire will not be registered under the Securities Act or any applicable state securities law and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares canmay not be sold, transferred sold or otherwise disposed of unless they are subsequently it is registered under or sold or otherwise disposed of in a transaction that is exempt from such registration, and (ii) the certificates representing the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under will bear appropriate legends restricting the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Acttransferability thereof. (ve) The Optionee agrees that, if entity understands that the Company offers any Issuer will rely upon the completeness and accuracy of its Common Stock for sale pursuant the Investor’s responses to a registration statement under the questions in this Questionnaire in establishing that the contemplated transactions are exempt from the Securities Act, and hereby affirms that all such responses are accurate and complete. The entity will notify the Optionee will not, without the prior written consent Issuer immediately of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date changes in any of such registration statement. By making payment upon exercise information occurring prior to the acceptance of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12its subscription.

Representations. The Optionee represents(a) It is acquiring the Securities for its own account, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account not as nominee or agent, for investment only, and not with a view to, or for sale resale in connection with, any distribution or public offering thereof within the meaning of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (iib) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives It understands that (i) the Securities have not been registered under the 1933 Act by reason of the Company such information as is necessary to permit the Optionee to evaluate the merits a specific exemption therefrom, that they must be held by it indefinitely, and risks of his or her investment in the Company. (iii) The Optionee is able to that it must, therefore, bear the economic risk of holding such shares acquired investment indefinitely, unless a subsequent disposition thereof is registered under the 1933 Act or is exempt from such registration; (ii) the Debentures, the Shares, the Loan Facility, the Debenture Warrants, and each certificate representing the Underlying Common Stock will be endorsed with the following legend: "THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS PURSUANT TO SEC RULE 144 OR RULE 144A OR THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT." and (iii) the Company will instruct any transfer agent not to register the transfer of any of the Shares, the Loan Facility, the Debentures, the Debenture Warrants or the Underlying Common Stock unless the conditions specified in the foregoing legend are satisfied; provided, however, that no such opinion of counsel shall be necessary if the sale, transfer or assignment is made pursuant to SEC Rule 144 or Rule 144A and Purchaser provides the exercise Company with evidence reasonably satisfactory to the Company and its counsel that the proposed transaction satisfies the requirements of this option for an indefinite periodRule 144 or Rule 144A. The Company agrees to remove the foregoing legend from any securities if the requirements of SEC Rule 144(k) (or any successor rule or regulation) apply with respect to such securities and the Company and its counsel are provided with reasonably satisfactory evidence that the requirements of Rule 144(k) apply. (ivc) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will It has not be registered under been offered the Securities Act and are by any form of advertisement, articles, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio. (d) It is an "restricted securitiesaccredited investor" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed 501 of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock Regulation D of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities 1933 Act. (ve) The Optionee agrees that, if It was not formed for the Company offers any specific purpose of its Common Stock for sale pursuant to a registration statement under acquiring the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12offered hereunder.

Representations. The Optionee represents(a) You represent and warrant to the Company that, warrants and covenants that: (i) Any shares purchased unless a registration statement is in effect under the Securities Act, upon exercise of this option shall the Option, you will be acquired acquiring the Option Shares for your own account for the Optionee's account for purpose of investment only, and not with a view to, to or for sale in connection with, with any distribution thereof, and you understand that (i) neither the Option nor the Option Shares have been registered with the Securities and Exchange Commission by reason of their issuance in a transaction exempt from the shares in violation registration requirements of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. and (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as Option Shares must be held indefinitely by you unless a subsequent disposition thereof is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption is exempt from such registration. If a registration statement is then available; (C) not in any event, an exemption from registration under Rule 144 or otherwise effect under the Securities Act not be available at the time of exercise of the Option, the stock certificates for at least two years any Option Shares issued to you will bear the following legend: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. (b) You further represent and even then will not be available unless a public market then exists for warrant that you understand the Common StockFederal, adequate information concerning state and local income tax consequences of the Company is then available granting of the Option to you, the public, and other terms and conditions acquisition of Rule 144 are complied with; and (D) there is now no registration statement on file with rights to exercise the Securities and Exchange Commission Option with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to Option Shares, the exercise of this option under the Securities Act. (v) The Optionee agrees thatOption and purchase of Option Shares, if and the subsequent sale or other disposition of any Option Shares. In addition, you understand that the Company offers will be required to withhold Federal, state or local taxes in respect of any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased compensation income realized by you upon exercise of this option for a period the Option granted hereunder. To the extent that the Company is required to withhold any such taxes, you hereby agree that the Company may deduct from any payments of 90 days after any kind otherwise due to you an amount equal to the effective date total Federal, state and local taxes required to be so withheld, or if such payments are inadequate to satisfy such Federal, state and local taxes, or if no such payments are due or to become due to you, then you agree to provide the Company with cash funds or make other arrangements satisfactory to the Company regarding such payment. It is understood that all matters with respect to the total amount of taxes to be withheld in respect of any such registration statement. By making payment upon exercise of this option, the Optionee compensation income shall be deemed to have reaffirmeddetermined by the Board of Directors in its sole discretion, as of the date of such payment, the representations made but acting in this Section 12good faith.

Representations. (a) The Optionee representsGrantee hereby represents and warrants that, warrants and covenants that: (i) Any shares purchased upon exercise vesting of this option shall the Restricted Stock Units, the Grantee will be acquired for the Optionee's account acquiring Shares for investment only, solely for his own account and not with a view to, or for sale resale in connection with, the distribution or other disposition thereof. The Grantee agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any distribution Shares, or solicit any offers to purchase or otherwise acquire or take a pledge of any Shares, unless (i) such offer, transfer, sale, assignment, pledge, hypothecation or other disposition complies with (A) the provisions of the shares in violation of Plan and this Agreement and (B) the Securities Act or an exemption therefrom and (ii) the Grantee shall have furnished the Company with an opinion of 1933 counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that no registration under the Securities Act is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” laws. (b) The Grantee acknowledges and represents that he has been advised by the "Securities Act"), or any rule or regulation Company that (i) the offer and sale of the Shares have not been registered under the Securities Act. ; (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit Shares must be held indefinitely and the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able Grantee must continue to bear the economic risk of holding the investment in the Shares unless the offer and sale of such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be Shares is subsequently registered under the Securities Act and are "restricted securities" within all applicable state securities laws or an exemption from such registration is available; (iii) there is no established market for the meaning of Shares and there may not be any public market for the Shares in the foreseeable future; (iv) Rule 144 promulgated under the Securities Act is not presently available with respect to the sale of any securities of the Company, and the Company has made no covenant to make such Rule available; (v) when and if the Shares may be disposed of without registration under the Securities Act in reliance on Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule; (vi) if the Rule 144 exemption is not available, public offer or sale without registration will require the availability of an exemption under the Securities Act; (Bvii) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available restrictive legend with respect to the publicforegoing shall be placed on the certificates representing the Shares, and other terms and conditions as well as a restrictive legend to the effect of Rule 144 are complied withSection 14(a) above; and (Dviii) there is now no registration statement a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restrictions on file with transfer and appropriate stop-transfer instructions will be issued to the Securities and Exchange Commission Company’s transfer agent with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities ActShares. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee representsIn connection with my exercise of the Option, warrants and covenants thatI hereby represent to the Company as follows: (ia) Any shares purchased upon exercise of this option shall be acquired for I am acquiring the Optionee's account Shares solely for investment onlypurposes, and not with a view to, no present intention of distributing or for sale in connection with, reselling any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), Shares or any rule or regulation under interest therein. I acknowledge that the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will Shares have not be been registered under the Securities Act of 1933, as amended (the “Securities Act”). (b) I am aware of the Company’s business affairs and financial condition and have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (c) I understand that the Shares are "“restricted securities" within ” under applicable U.S. federal and state securities laws and that, pursuant to these laws, I must hold the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of Shares indefinitely unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and qualified by state authorities, or unless an exemption from such registration and qualification requirements is available. I acknowledge that the Company has no obligation or current intention to register or qualify the Shares for resale. I further acknowledge that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and requirements relating to the Company which are outside of my control, and which the Company is under no obligation to and may not be able to satisfy. (d) I understand that there is no public market for the Shares, that no market may ever develop for them, and that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any shares acquired pursuant other federal, state or other governmental agency. (e) I understand that the Shares are subject to certain restrictions on transfer set forth in the Plan. Both the Plan and the Grant Agreement are incorporated herein by reference. (f) I understand that any Shares purchased hereunder shall be subject to the Stockholders’ Agreement of the Company dated as of December 8, 2005, as it may be amended from time to time (“Stockholders’ Agreement”), a copy of which has been provided to me, and that it is a condition to the exercise of this option under my Option that I execute the Securities Actattached signature page of the Stockholders’ Agreement, agreeing to be bound thereby. I have had a full and fair opportunity to review the Stockholders’ Agreement prior to exercising the Option. (vg) The Optionee agrees thatI understand that the certificate representing the Shares will be imprinted with the following legends: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, if AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES, REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL AND A REPURCHASE RIGHT IN FAVOR OF THE COMPANY OR ITS ASSIGNEE AS SET FORTH IN THE COMPANY’S STOCK OPTION PLAN. SUCH RIGHT OF FIRST REFUSAL AND REPURCHASE RIGHT ARE BINDING ON TRANSFEREES OF THE SHARES REPRESENTED BY THIS CERTIFICATE. THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY ARE HELD SUBJECT TO THE TERMS, COVENANTS AND CONDITIONS OF A STOCKHOLDERS’ AGREEMENT DATED AS OF DECEMBER 8, 2005, AS SUCH AGREEMENT MAY BE AMENDED, BY AND AMONG THE STOCKHOLDERS OF CPG FINANCE, INC., AND MAY NOT BE TRANSFERRED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SAID AGREEMENT AND ALL AMENDMENTS THERETO IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. (h) I have consulted my own tax advisors in connection with my exercise of this Option and I am not relying upon the Company offers for any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent tax advice. (i) I am presently an employee of the Company, offeror my employment has been terminated involuntarily or due to death or Disability (as defined in the Plan) within the past 30 days. Submitted by the Optionholder: Date: By: Print Name: Address: Social Security No. Received and Accepted by the Company: CPG Finance, sellInc. By: Print Name: Title: Note: If options are being exercised on behalf of a deceased Plan participant, contract to sell or otherwise dispose of, directly or indirectly (then this Notice must be signed by such participant’s personal representative and must be accompanied by a "Disposition"), any shares purchased upon exercise of certificate issued by an appropriate authority evidencing that the individual signing this option for a period of 90 days after Notice has been duly appointed and is currently serving as the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12participant’s personal representative under applicable local law governing decedents’ estates.

Representations. The Optionee representsLessor and Lessee represent, warrants warrant and covenants that: certify to Beneficiary (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"Purchaser), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date hereof, as follows: (a) the Lease is presently in full force and effect; (b) the Lease has not been cancelled, terminated, modified, amended, supplemented, replaced, restated or otherwise changed, either orally or in writing, except as herein expressly provided; (c) all conditions or requirements specified in the Lease that could have been satisfied as of such paymentthe date hereof have been fully satisfied; (d) no rent under the Lease has been paid for more than the current rental period established in the Lease; (e) no default (or any event, condition or circumstance, which with notice, grace or lapse of time could constitute a default) exists under said Lease; (f) Lessee, as of this date, has no charge, lien or claim of offset under said Lease or otherwise against rents or other charges due or to become due under the representations Lease; (g) the Lease constitutes the entire agreement between the Lessee and Lessor and that Purchaser shall have no liability or responsibility with respect to any security deposit or advance rental deposit made by the Lessee except to the extent actually delivered and paid to Purchaser concurrently with Purchaser's succession in interest to the Demised Premises; (h) the only persons or entities in possession of the Demised Premises or having any right to the possession, use or occupancy of the Demises Premises (other than the record owner or holders of recorded easements) is Lessee; and (i) Lessee has no right or interest in or under any contract, option or agreement (other than as shown in the Lease) involving the sale or transfer of the Demised Premises or the expansion of the Demised Premises or extension of the term of the Lease. Lessor and Lessee further agree to execute and deliver to Beneficiary, promptly upon request of Beneficiary and without charge, a written updated certification of the representations, warranties and certifications provided in this Section 12SECTION 6 to the extent then accurate (or if any are not accurate, an explanation of the circumstances of any inaccuracy).

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's ’s account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 1933, as amended (the "“Securities Act"”), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "“restricted securities" ” within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years one-year and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee representsLessor and Lessee represent, warrants warrant and covenants that: certify to Beneficiary (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"Purchaser), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date hereof, as follows: (a) the Lease is presently in full force and effect and the Lease constitutes the entire agreement between the Lessee and Lessor; (b) the Lease has not been canceled, terminated, modified, amended, supplemented, replaced, restated or otherwise changed, either orally or in writing, except as herein expressly provided; (c) all conditions or requirements specified in the Lease that could have been satisfied as of such paymentthe date hereof have been fully satisfied; (d) no rent under the Lease has been paid for more than the current rental period established in the Lease; (e) no default (or any event, condition or circumstance, which with notice, grace or lapse of time could constitute a default) exists under said Lease; (f) Lessee, as of this date, has no charge, lien, claim or offset under said Lease or otherwise against rents or other charges due or to become due under the representations Lease; (g) Purchaser shall have no liability or responsibility with respect to any security deposit or advance rental deposit made by the Lessee except to the extent actually delivered and paid to Purchaser concurrently with Purchaser’s succession in this Section 12interest to the Demised Premises; (h) the only persons or entities in possession of the Demised Premises or having any right to the possession, use or occupancy of the Demises Premises (other than the record owner or holders of recorded easements) is Lessee; and (i) Lessee has no right or interest in or under any contract, option or agreement (other than as shown in the Lease) involving the sale or transfer of the Demised Premises or the expansion of the Demised Premises or extension of the term of the Lease.

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1214.

Representations. The Optionee representsEffective as of the Closing, each Shareholder represents and warrants to Unity Wireless and covenants to NewCo for himself or itself that: (ia) Any Other than as set forth in a schedule to this Instrument, such Shareholder owns the entire record and beneficial interest in his or its shares purchased upon exercise as set forth in Schedule 7(f) to the Agreement, and such shares are free and clear of this option shall all liens, charges, mortgages, pledges, security interests, claims, assessments, options, warrants, rights and encumbrances whatsoever, (b) Except as detailed in Schedule 7(g) to the Agreement, there are no outstanding subscriptions, options, warrants, calls, commitments, convertible securities or other agreements or arrangements of any character or nature whatever under which such Shareholder is or may become obligated to, assign or transfer any shares of Celerica, and there are no rights of first refusal, preemptive rights or similar rights with respect to any such shares. (c) the Preferred Stock and the Merger Common Sock (the “Restricted Securities”) will be acquired by such Shareholder for investment solely for the Optionee's Shareholder’s own account for investment only, and not with a view to, to or for sale the resale or distribution thereof. (d) Such Shareholder has reviewed the risk factors for Unity Wireless that are set forth in connection with, any distribution of the shares in violation of SEC Documents. (e) Such Shareholder understands that the Shareholder may sell or otherwise transfer the Restricted Securities only if such transaction is duly registered under the Securities Act of 1933 1933, as amended (the "Securities “Act"”), under a registration statement or any rule otherwise, or regulation if Shareholder shall have received the opinion of counsel to the holder, which opinion shall be reasonably satisfactory to counsel to Unity Wireless, to the effect that such sale or other transfer may be made in the absence of registration under the Act, and registration or qualification in every applicable state. The Shareholder agrees to the imprinting of the following legend on certificates representing the Restricted Securities issued or issuable to it: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, WITHOUT A REGISTRATION STATEMENT IN EFFECT OR AN EXEMPTION FROM REGISTRATION." (f) The legend set forth above shall be removed from the Restricted Securities to the extent that the Restricted Securities are sold in accordance with a registration statement that is then in effect under the Act. (iig) The Optionee Such Shareholder realizes that the Restricted Securities are not a liquid investment. (h) Such Shareholder has had such opportunity not relied upon the advice of a “Purchaser Representative” (as he or she has deemed adequate to obtain from representatives defined in Regulation D of the Company such information as is necessary to permit Act) in evaluating the Optionee to evaluate risks and merits of the merits and risks of his or her investment in the Companyequity securities of the Unity Wireless, and that it has the knowledge and experience to evaluate Unity Wireless and the risks and merits relating thereto. (iiii) The Optionee Such Shareholder is either (i) an accredited investor as such term is defined in Rule 501 of Regulation D promulgated pursuant to the Act or (ii) a person who is a non-United States person who is not and has not been a US citizen or US resident within the meaning of Regulation S of the Act, and shall be such on the date any securities are issued to the holder. (j) Such Shareholder is able to bear the economic risk of holding such shares acquired pursuant to losing Shareholder’s entire investment in the exercise of this option for an indefinite period. (iv) The Optionee securities and understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) investment in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities ActUnity Wireless involves substantial risks. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee Company hereby represents, warrants and covenants thatto SPC as follows: a. There are 500 million (i500,000,000) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives Common Stock of the Company such information authorized as is necessary of July 3, 2025, of which approximately Two Million Sixty-One Thousand Seven Hundred and Seventy-Nine (2,061,779) Shares of Common Stock are issued and outstanding as of July 3, 2025; and Four Hundred Ninety-Seven Million (497,938,221) Shares of Common Stock are available for issuance pursuant hereto; b. The shares of Common Stock to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired be issued pursuant to the exercise Order are duly authorized, and when issued will be duly and validly issued, fully paid and non-assessable, free and clear of this option all liens, encumbrances and preemptive and similar rights to subscribe for an indefinite period.or purchase securities; (iv) c. The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered exempt from registration under the Securities Act and issuable without any restrictive legend; d. The Company shall initially reserve from its duly authorized capital stock a number of shares of Common Stock at least equal to two times the greater of the number of shares that could be issued pursuant to the terms of the Order and that Company shall initially reserve at its transfer agent, at a minimum, One Million Six Hundred Thousand (1,600,000) shares during the Valuation Period in order to ensure that it can properly carry out the terms of this agreement, which may only be released to Company once all of the Settlement Shares and Settlement Fee Shares have been delivered and converted pursuant to this agreement and Company’s obligations are "restricted otherwise fully satisfied or there has otherwise been a default pursuant to the terms of this agreement; of this reserve amount, SPC plans on converting this Settlement into that number of shares and in many instances more shares, should the price go down. In the event that Company effectuates a reverse split of Company’s Common Stock while any obligations are owed to SPC pursuant to this Agreement by Company, then the reserve shares shall be proportionately adjusted; e. If at any time it appears reasonably likely that there may be insufficient authorized shares and/or reserve shares to fully comply with the Order, Company shall promptly increase its authorized shares and/or reserve shares to ensure its ability to timely comply with the Order; f. As of the date of this agreement the execution of this Agreement and performance of the Order by Company and SPC will not (1) conflict with, violate or cause a breach or default under any agreements between Company and any creditor (or any affiliate thereof) related to the account receivables comprising the Claims, or (2) require any waiver, consent, or other action of the Company or any creditor, or their respective affiliates, that has not already been obtained; g. Without limitation, the Company hereby waives any provision in any agreement related to the account receivables comprising the Claims requiring payments to be applied in a certain order, manner, or fashion, or providing for exclusive jurisdiction in any court other than this Court; h. The Company has all necessary power and authority to execute, deliver and perform all of its obligations under this Agreement; i. The Company has corporate Shareholder’s delegations in place with sufficient authorized capital or shall arrange a Shareholder’s meeting to satisfy the legal and regulatory requirements in connection with this transaction; j. The corporate issuance shall be made without preferential subscription rights of the existing Shareholder’s or holders of Securities granting access to the Company’s capital; k. This Settlement Agreement and Stipulation shall be subject to all required corporate authorizations by the Company; l. The execution, delivery and performance of this Agreement by Company has been duly authorized by all requisite action on the part of Company and its Board of Directors (including a majority of its independent directors), and this Agreement has been duly executed and delivered by Company; m. Company did not enter into the transaction giving rise to the Claims in contemplation of any sale or distribution of Company’s common stock or other securities" ; n. There has been no modification, compromise, forbearance, or waiver entered into or given with respect to the Claims. There is no action based on the Claims that is currently pending in any court or other legal venue, and no judgments based upon the Claims have been previously entered in any legal proceeding with the exceptions as contained in the Claim Purchase Agreements; o. There are no taxes due, payable or withholdable as an incident of Seller’s provision of goods and services, and no taxes will be due, payable or withholdable as a result of settlement of the Claims; p. Seller was not and within the past ninety (90) days has not been directly or indirectly through one or more intermediaries in control, controlled by, or under common control with, the Company and is not an affiliate of the Company as defined in Rule 144 promulgated under the Act, except as represented within the Claim Purchase Agreements; q. Company is operational and is a non-shell company within the meaning of Rule 144 under 405 and all applicable Securities Rules and Registration pertaining thereto; r. Company represents that Seller is not, directly or indirectly, utilizing any of the Securities Act; (B) such shares cannot be sold, transferred proceeds received from SPC for selling the Claims to provide any consideration to or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) invest in any eventmanner in the Company or any affiliate of the Company; s. Company has not received any notice (oral or written) from the SEC or Principal Market regarding a halt, an exemption from registration under Rule 144 limitation or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for suspension of trading in the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act.and (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee t. Seller will not, without directly or indirectly, receive any consideration from or be compensated in any manner by, the prior written consent Company, or any affiliate of the Company, offer, sell, contract to sell in exchange for or otherwise dispose of, directly in consideration of selling the Claims; u. Company represents that each Claim being purchased pursuant hereto is a bona-fide Claim against the Company and that the invoices or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as written contract(s)/promissory notes underlying each Claim are accurate representations of the date nature of the debt and the amounts owed by the Company to Seller and that the goods or services which are the subject of the Claims being purchased have been received or rendered; v. Company acknowledges that SPC or its affiliates may from time to time, hold outstanding securities of the Company which may be convertible in shares of the Company’s common stock at a floating conversion rate tied to the current market price for the stock. The number of shares of Common Stock issuable pursuant to this Agreement may increase substantially in certain circumstances, including, but not necessarily limited to the circumstance wherein the trading price of the Common Stock declines during the Valuation Period. The Company’s executive officers and directors have studied and fully understand the nature of the transaction contemplated by this Agreement and recognize that they have a potential dilutive effect. The board of directors of the Company has concluded in its good faith business judgment that such payment, transaction is in the representations made best interests of the Company. The Company specifically acknowledges that its obligation to issue the Settlement Shares and Settlement Fee Shares is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company. The Board of Directors of the Company has further given its consent for each conversion of shares of stock pursuant to this agreement and agrees and consents that same may occur below the par value of the Company’s Common Stock if applicable. w. None of the transactions agreements or proceedings described above is part of a plan or scheme to evade the registration requirements of the Securities Act and BSLK and SPC are acting and has acted in this Section 12an arms length capacity.

Representations. (a) The Optionee representshereby represents and warrants that, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall the Option, the Optionee will be acquired for the Optionee's account acquiring Shares for investment only, solely for his own account and not with a view to, or for sale resale in connection with, the distribution or other disposition thereof. The Optionee agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any distribution Shares, or solicit any offers to purchase or otherwise acquire or take a pledge of any Shares, unless (i) such offer, transfer, sale, assignment, pledge, hypothecation or other disposition complies with (A) the provisions of the shares in violation of Plan and this Agreement and (B) the Securities Act or an exemption therefrom and (ii) the Optionee shall have furnished the Company with an opinion of 1933 counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that no registration under the Securities Act is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” laws. (b) The Optionee acknowledges and represents that he has been advised by the "Securities Act"), or any rule or regulation Company that (i) the offer and sale of the Shares have not been registered under the Securities Act. ; (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit Shares must be held indefinitely and the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able must continue to bear the economic risk of holding the investment in the Shares unless the offer and sale of such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be Shares is subsequently registered under the Securities Act and are "restricted securities" within all applicable state securities laws or an exemption from such registration is available; (iii) there is no established market for the meaning of Shares and there may not be any public market for the Shares in the foreseeable future; (iv) Rule 144 promulgated under the Securities Act is not presently available with respect to the sale of any securities of the Company, and the Company has made no covenant to make such Rule available; (v) when and if the Shares may be disposed of without registration under the Securities Act in reliance on Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule; (vi) if the Rule 144 exemption is not available, public offer or sale without registration will require the availability of an exemption under the Securities Act; (Bvii) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available restrictive legend with respect to the publicforegoing shall be placed on the certificates representing the Shares, and other terms and conditions as well as a restrictive legend to the effect of Rule 144 are complied withSection 14(a) above; and (Dviii) there is now no registration statement a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restrictions on file with transfer and appropriate stop-transfer instructions will be issued to the Securities and Exchange Commission Company’s transfer agent with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities ActShares. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee representsExecutive represents and warrants to and agrees with the Company as follows, warrants and covenants thatwith respect to the Shares: (i) Any shares purchased upon exercise Executive is acquiring the Shares for his own account, for investment purposes only. (ii) Executive understands that an investment in the Shares involves a high degree of risk, and Executive has the financial ability to bear the economic risk of this option shall be acquired investment in the Shares, including a complete loss of such investment. Executive has adequate means for providing for his current financial needs and has no need for liquidity with respect to this investment. (iii) Executive has such knowledge and experience in financial and business matters that he is capable of evaluating the Optionee's account for merits and risks of an investment only, in the Shares and in protecting his own interest in connection with this transaction. (iv) Executive understands that the Shares have not with a view tobeen registered under the Securities Act, or for sale in connection with, under any distribution of state securities laws. Executive is familiar with the shares in violation provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on transfer of 1933 the Shares may result in Executive being required to hold the Shares for an indefinite period of time. (the v) Executive is an "Securities Act"), or any rule or regulation accredited investor" as such term is defined in Regulation D under the Securities Act. (iivi) The Optionee has had such opportunity as he or she has deemed adequate Executive agrees not to obtain from representatives Transfer any of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired Shares except pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered effective registration statement under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless registration. As a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect further condition to any stock of such Transfer, except in the Company and the Company has no obligation or current intention to register any shares acquired event that such Transfer is made pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a an effective registration statement under the Securities Act, if in the Optionee will notreasonable opinion of counsel to the Company, without any Transfer of the prior written consent Shares by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, the Company may require the contemplated transferee to furnish the Company with an investment letter setting forth such information and agreements as may be reasonably requested by the Company to ensure compliance by such transferee with the Securities Act. (vii) Executive has had the opportunity to ask questions of, and to receive answers from, appropriate executive officers of the Company with respect to the terms and conditions of the transactions contemplated hereby and with respect to the business, affairs, financial condition and results of operations of the Company. Executive has had access to such financial and other information as is necessary in order for Executive to make a fully informed decision as to investment in the Company, offer, sell, contract and has had the opportunity to sell or otherwise dispose of, directly or indirectly (a "Disposition"), obtain any shares purchased upon exercise of this option for a period of 90 days after the effective date additional information necessary to verify any of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed information to have reaffirmed, as of the date of such payment, the representations made in this Section 12which Executive has had access.

Representations. The Optionee represents, Each Shareholder hereby represents and warrants and covenants thatto Parent as follows: (ia) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale Such Shareholder owns beneficially (as such term is defined in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act. (ii”)) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives all of the Company Common Shares set forth opposite such information Shareholder’s name on Annex A hereto free and clear of all security interests, liens, proxy or voting restriction, in each case except as set forth in this Agreement. Such shareholder has the sole power to vote or cause to be voted all such Common Shares and except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Shareholder is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant a party relating to the exercise pledge, disposition or voting of this option for an indefinite period. (iv) The Optionee understands that (A) any of the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act Original Shares and there are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred no voting trusts or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission voting agreements with respect to any stock of the Original Shares. (b) As of the date hereof, such Shareholder does not beneficially own any Common Shares other than the Original Shares set forth opposite such Shareholder’s name on Annex A hereto. As of the date hereof, such Shareholder does not own or hold any right to acquire any additional Common Shares or shares of any other class of share capital of the Company and or other securities of the Company has no obligation or current intention any interest therein or any voting rights with respect to register any shares acquired pursuant to securities of the exercise of this option under Company other than the Securities ActOriginal Shares. (vc) The Optionee agrees thatIf such Shareholder is an entity, if such Shareholder is duly organized and validly existing under the Company offers laws of its jurisdiction of organization. Such Shareholder has full power and authority to enter into, execute and deliver this Agreement and to perform fully such Shareholder’s obligations hereunder (including the proxy described in Section 2(b) below)). This Agreement has been duly and validly executed and delivered by such Shareholder and assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar laws affecting the enforcement of creditors’ rights generally. (d) None of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder of the transactions contemplated hereby or compliance by such Shareholder with any of its Common Stock for sale pursuant the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to a registration statement under such Shareholder or to such Shareholder's property or assets. (e) Other than compliance by such Shareholder with the Securities applicable requirements of the Exchange Act, no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the Optionee will notpart of such Shareholder is required in connection with the valid execution and delivery of this Agreement. If such Shareholder is an individual, without the prior written no consent of the Company, offer, sell, contract such Shareholder's spouse is necessary under any "community property" or other laws in order for such Shareholder to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of enter into and perform its obligations under this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12Agreement.

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's ’s account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 1933, as amended (the "“Securities Act"”), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "“restricted securities" ” within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years one year and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee represents, warrants and covenants --------------- that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers for the first time any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, publicly offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition")indirectly, any shares purchased upon exercise of this option for a period of 90 180 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1214.

Representations. The Optionee representsIn connection with my exercise of the Option, warrants and covenants thatI hereby represent to the Company as follows: (ia) Any shares purchased upon exercise of this option shall be acquired for I am acquiring the Optionee's account Shares solely for investment onlypurposes, and not with a view to, no present intention of distributing or for sale in connection with, reselling any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), Shares or any rule or regulation under interest therein. I acknowledge that the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will Shares have not be been registered under the Securities Act of 1933, as amended (the “Securities Act”). (b) I am aware of the Company’s business affairs and financial condition and have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (c) I understand that the Shares are "“restricted securities" within ” under applicable U.S. federal and state securities laws and that, pursuant to these laws, I must hold the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of Shares indefinitely unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and qualified by state authorities, or unless an exemption from such registration and qualification requirements is available. I acknowledge that the Company has no obligation or current intention to register or qualify the Shares for resale. I further acknowledge that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and requirements relating to the Company which are outside of my control, and which the Company is under no obligation to and may not be able to satisfy. (d) I understand that there is no public market for the Shares, that no market may ever develop for them, and that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any shares acquired pursuant other federal, state or other governmental agency. (e) I understand that the Shares are subject to certain restrictions on transfer set forth in the Plan. Both the Plan and the Grant Agreement are incorporated herein by reference. (f) I understand that any Shares purchased hereunder shall be subject to the Stockholders’ Agreement of the Company dated as of December 8, 2005, as it may be amended from time to time (“Stockholders’ Agreement”) a copy of which has been provided to me, and that it is a condition to the exercise of this option under my Option that I execute the Securities Actattached signature page of the Stockholders’ Agreement, agreeing to be bound thereby. I have had a full and fair opportunity to review the Stockholders’ Agreement prior to exercising the Option. (vg) The Optionee agrees thatI understand that the certificate representing the Shares will be imprinted with the following legends: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, if AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES, REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL AND A REPURCHASE RIGHT IN FAVOR OF THE COMPANY OR ITS ASSIGNEE AS SET FORTH IN THE COMPANY’S STOCK OPTION PLAN. SUCH RIGHT OF FIRST REFUSAL AND REPURCHASE RIGHT ARE BINDING ON TRANSFEREES OF THE SHARES REPRESENTED BY THIS CERTIFICATE. THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY ARE HELD SUBJECT TO THE TERMS, COVENANTS AND CONDITIONS OF A STOCKHOLDERS’ AGREEMENT DATED AS OF DECEMBER 8, 2005, AS SUCH AGREEMENT MAY BE AMENDED, BY AND AMONG THE STOCKHOLDERS OF CPG FINANCE, INC., AND MAY NOT BE TRANSFERRED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SAID AGREEMENT AND ALL AMENDMENTS THERETO IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. (h) I have consulted my own tax advisors in connection with my exercise of this Option and I am not relying upon the Company offers for any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent tax advice. (i) I am presently an employee of the Company, offer, sell, contract or my employment has been terminated involuntarily or due to sell death or otherwise dispose of, directly or indirectly Disability (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after as defined in the effective date of such registration statement. By making payment upon exercise of this option, Plan) within the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12past 30 days.

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1213.

Representations. The Optionee Sub-Adviser represents, warrants and covenants agrees that: (a) The Sub-Adviser: (i) Any shares purchased upon exercise is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this option shall Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be acquired for met in order to perform the Optionee's account for services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment onlyadviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) The Sub-Adviser has adopted policies and procedures and a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, and not will provide the Adviser and the Trustees with a view tocopies of such policies and procedures and code of ethics, or for sale together with evidence of its adoption. In accordance with the requirements of Rule 17j-1, the Sub-Adviser shall certify to the Adviser that the Sub-Adviser has complied in connection with, any distribution all material respects with the requirements of Rule 17j-1 during the shares in previous year and that there has been no material violation of the Securities Act Sub-Advisers’s code of 1933 (ethics relating to the "Securities Act")services the Sub-Adviser performs under this Agreement or, or any rule or regulation under if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives written request of the Company such information as is necessary to permit Adviser, the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant Sub-Adviser shall provide to the exercise of this option for an indefinite period. (ivAdviser, its employees or its agents all information required by Rule 17j-1(c)(1) The Optionee understands that (A) the shares acquired pursuant relating to the exercise approval by the Fund’s Trustees of this option will not be registered under the Securities Act and are "restricted securities" within the meaning Sub-Adviser’s code of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available ethics relating to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with services the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of Sub-Adviser performs under this option under the Securities ActAgreement. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee Warrant Holder represents, warrants by accepting this Warrant, that it is an “accredited investor” as that term is defined in Rule 501 promulgated under the Securities Act and covenants that: (i) Any shares purchased understands that this Warrant and any securities issuable upon exercise of this option shall be acquired Warrant have not been registered for sale under Federal or state securities laws or “Blue Sky” laws and are being offered and sold to the Optionee's Warrant Holder pursuant to one or more exemptions from the registration requirements of such securities laws. The Warrant Holder further understands that the Shares have not been qualified under any state securities laws based on the belief that they have been issued in a transaction exempt from the qualification requirements of such securities laws, which exemption depends upon, among other things, Warrant Holder’s representations made herein. The Warrant Holder further represents to the Company that it is acquiring this Warrant and will acquire any securities issuable upon exercise of this Warrant for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares thereof in violation of the Securities Act of 1933 Act, and agrees that this Warrant and any such securities will not be sold or otherwise transferred unless (the "Securities Act"), or any rule or regulation i) a registration statement with respect to such transfer is effective under the Securities Act. Act and any applicable state securities laws or “Blue Sky” laws or (ii) The Optionee this Warrant or any such securities are (x) sold or otherwise transferred only to a transferee that (A) is a subsidiary, parent, partner, limited partner, retired partner or shareholder of such Warrant Holder or (B) is acquiring at least one hundred thousand (100,000) Shares (subject to appropriate adjustments for stock splits, stock dividends, combinations and other recapitalizations) and (y) the Warrant Holder has had such opportunity as he or she has deemed adequate delivered to obtain from representatives of the Company an Opinion of Counsel reasonably satisfactory to the Company, at Warrant Holder’s expense, that such information as sale or transfer is necessary made pursuant to permit one or more exemptions from the Optionee Securities Act pursuant to evaluate the merits and risks of his or her Section 2.3 below. The Warrant Holder recognizes that an investment in the Company. (iii) Warrants and the Shares issuable upon exercise thereof involves a high degree of risk, including a risk of total loss of the Warrant Holder’s investment. The Optionee Warrant Holder is able to bear the economic risk of holding such shares acquired pursuant to the Warrant and the Shares issuable upon exercise of this option thereof, for an indefinite period. (iv) The Optionee understands , has knowledge and experience in the financial and business matters such that (A) it is capable of evaluating the shares acquired pursuant risks of the investment in the Warrant and the Shares issuable upon exercise thereof, has been furnished ample opportunity to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate request information concerning regarding the Company is then available and has been afforded the opportunity to the public, ask questions of and receive answers from officers or other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock representatives of the Company and concerning the Company, and, assuming the Company has no obligation or current intention to register any shares acquired pursuant been responsive to the exercise of this option under Warrant Holder’s requests and questions, has received all the Securities Act. (v) The Optionee agrees that, if information it has requested from the Company offers any of and considers necessary or appropriate for deciding whether to purchase its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12Warrant.

Representations. (a) The Optionee representsAssignee represents and warrants as follows: the Assignee hereby acknowledges that an investment in the Class B Ordinary Shares involves certain significant risks. The Assignee acknowledges and hereby agrees that the Class B Ordinary Shares will not be transferable under any circumstances unless the Class B Ordinary Shares are registered in accordance with federal and state securities laws or an exemption under such laws is available. The Assignee further acknowledges and hereby agrees that the Class B Ordinary Shares are subject to transfer restrictions and forfeiture provisions as set forth in the Subscription Agreement and the Letter Agreement to be entered into among the Company, warrants the Assignee and covenants that: the other individual parties thereto, and the lock-up provisions therein. The Assignee further understands that any certificates evidencing the Class B Ordinary Shares will bear a legend (ias provided in the Subscription Agreement) Any shares purchased upon exercise of this option shall be acquired referring to the foregoing transfer restrictions. The Class B Ordinary Shares are being assigned solely for the Optionee's account Assignee’s own account, for investment purposes only, and are not being assigned with a view to, to or for sale in connection withthe resale, distribution, subdivision or fractionalization thereof; and the Assignee has no present plans to enter into any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act")contract, undertaking, agreement or any rule arrangement for such resale, distribution, subdivision or regulation under the Securities Act. (ii) fractionalization. The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee Assignee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option its investment for an indefinite period. period of time. The Assignee has been given the opportunity to (ivi) ask questions of and receive answers from the Assignor and the Company concerning the terms and conditions of the Class B Ordinary Shares, and the business and financial condition of the Company, and (ii) obtain any additional information that the Assignor possesses or can acquire without unreasonable effort or expense that is necessary to assist the Assignee in evaluating the advisability of the receipt of the Class B Ordinary Shares and an investment in the Company. The Optionee understands that (A) the shares acquired pursuant Assignee is not relying on any oral representation made by any person as to the exercise of this option will not be registered Company or its operations, financial condition or prospects. The Assignee is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). (b) The Assignor represents and are "restricted securities" warrants that he has not engaged in any general solicitation or general advertising within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered 502 under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock the offer and sale of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities ActClass B Ordinary Shares. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee represents(a) You represent to us as follows, warrants and covenants thatagree to abide by all of the rules and regulations of the NASD, including, without limitation, the following provisions of its Rules except as otherwise permitted by the NASD as set forth in writing, a copy of which shall be provided to you by us: (i) Any shares purchased upon exercise you will not withhold placing customers' orders for any Creation Units of this option shall be acquired for the Optionee's account for investment only, and not WEBS so as to profit yourself as a result of such withholding; (ii) you are familiar with a view to, or for sale in connection with, any distribution of the shares in violation of Rule 15c2-8 under the Securities Exchange Act of 1933 1934, as amended (the "Securities 1934 Act"), or any rule or regulation under the Securities Act. (iiSection 4(3) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary 1933 Act, and Section 24(d) of the 1940 Act relating to permit the Optionee to evaluate the merits distribution and risks delivery of his or her investment in the Company.Prospectuses and agree that you will comply therewith; (iii) The Optionee is able you are a member in good standing of the NASD or, if you are not such a member, you are a foreign bank, dealer or institution not eligible for membership in the NASD which agrees to bear make no sale within the economic risk United States, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making other sales to comply, as though you were a member of holding such shares acquired pursuant NASD, with the provisions of Sections 8, 24 and 36 of Article III of the Rules of the NASD and with Section 25 thereof as that Section applies to the exercise of this option for an indefinite perioda non-NASD member broker or dealer in a foreign country. (ivb) The Optionee understands You agree that your expulsion from the NASD will automatically terminate this Agreement. (Ac) You agree to comply with any rules of the shares acquired pursuant to American Stock Exchange, Inc. (the exercise "AMEX") or such other secondary market or markets as has or have been approved by an order of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists SEC for the Common Stock, adequate information concerning trading of WEBS. A copy of the Company is then available to the public, and other terms and conditions of Rule 144 the SEC order in accordance with which WEBS are complied with; offered are attached hereto as Annex I. (d) You hereby represent, covenant and (D) there is now no registration statement on file with the Securities and Exchange Commission warrant that with respect to purchase and sales of WEBS of any stock of WEBS Index Series, you are a DTC participant. Any change in the Company foregoing status shall terminate this Agreement and you shall give prompt written notice to the Distributor and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise Fund of this option under the Securities Actsuch change. (ve) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant We represent to you that we are a registration statement under the Securities Act, the Optionee will not, without the prior written consent member in good standing of the Company, offer, sell, contract NASD and agree to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as abide by all of the date of such payment, the representations made in this Section 12NASD's rules and regulations.

Representations. The Optionee Company hereby represents, warrants and covenants that:to RCP as follows; a. There are Six Billion (i6,000,000,000) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives Common Stock of the Company such information as is necessary authorized, of which approximately One Hundred Fifty One Million Five Hundred Sixty Thousand Eight Hundred Forty (151,560,840) Shares of Common Stock are issued and; and approximately Five Billion Eight Hundred Forty Eight Million Four Hundred Thirty Nine Thousand One Hundred Sixty (5,848,439,160) Shares of Common Stock are available for issuance pursuant hereto; b. The shares of Common Stock to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired be issued pursuant to the exercise Order are duly authorized, and when issued will be duly and validly issued, fully paid mid non-assessable, free and clear of this option all liens, encumbrances and preemptive and similar rights to subscribe for an indefinite period.or purchase securities; (iv) c. The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered exempt from registration under the Securities Act and issuable without any restrictive legend; d. The Company shall reserve from its duly authorized capital stock a number of shares of Common Stock at least equal to the greater of the number of shares that could be issued pursuant to the terms of the Order and that Company shall reserve at its transfer agent, at a minimum, Four Hundred Million (400,000,000) shares during the Valuation Period in order to ensure that it can properly carry out the terms of this agreement, which may only be released to Company once all of the Settlement Shares and settlement fee shares have been delivered and converted pursuant to this agreement and Company’s obligations are "restricted otherwise fully satisfied or there has otherwise been a default pursuant to the terms of this agreement; e. If at any time it appears reasonably likely that there may be insufficient authorized shares to fully comply with the Order, Company shall promptly increase its authorized shares to ensure its ability to timely comply with the Order; f. The execution of this Agreement and performance of the Order by Company and RCP will not (l) conflict with, violate or cause a breach or default under any agreements between Company and any creditor ( or any affiliate thereof) related to the account receivables comprising the Claims, or (2) require any waiver, consent, or other action of the Company or any creditor, or their respective affiliates, that has not already been obtained; g. Without limitation, the Company hereby waives any provision in any agreement related to the account receivables comprising the Claims requiring payments to be applied in a certain order, manner, or fashion, or providing for exclusive jurisdiction in any court other than this Court; h. The Company has all necessary power and authority to execute, deliver and perform all of its obligations under this Agreement; i. The execution, delivery and performance of this Agreement by Company has been duly authorized by all requisite action on the part of Company and its Board of Directors (including a majority of its independent directors), and this Agreement has been duly executed and delivered by Company; j. Company did not enter into the transaction giving rise to the Claims in contemplation of any sale or distribution of Company’s common stock or other securities" ; k. There has been no modification, compromise, forbearance, or waiver entered into or given with respect to the Claims. There is no action based on the Claims that is currently pending in any court or other legal venue, and no judgments based upon the Claims have been previously entered in any legal proceeding; l. There are no taxes due, payable or withholdable as an incident of Seller’s provision of goods and services, and no taxes will be due, payable or withholdable as a result of settlement of the Claims; m. Seller was not and within the past ninety (90) days has not been directly or indirectly through one or more intermediaries in control, controlled by, or under common control with, the Company and is not an affiliate of the Company as defined in Rule 144 promulgated under the Act; n. Company is operational and is a non-shell company within the meaning of Rule 144 under 405 and all applicable Securities Rules and Registration pertaining thereto; o. Company represents that Seller is not, directly or indirectly, utilizing any of the Securities Act; (B) such shares cannot be sold, transferred proceeds received from RCP for selling the Claims to provide any consideration to or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) invest in any eventmanner in the Company or any affiliate of the Company; p. Company has not received any notice ( oral or written) from the SEC or Principal Market regarding a halt, an exemption from registration under Rule 144 limitation or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for suspension of trading in the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act.and (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee q. Seller will not, without directly or indirectly, receive any consideration from or be compensated in any manner by, the prior written consent Company, or any affiliate of the Company, offer, sell, contract to sell in exchange for or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise in consideration of this option for a period of 90 days after selling the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as Claims; r. Company represents that none of the date services provided or to he provided which gave rise to the Claims were or are services related to promoting the Company’s Securities or that may be considered investor relations services; s. Company represents that each Claim being purchased pursuant hereto is a bona-fide Claim against the Company and that the invoices or written contract(s)/promissory notes underlying each Claim are accurate representations of the nature of the debt and the amounts owed by the Company to Seller and that the goods or services which are the subject of the Claims being purchased have been received or rendered; t. Company acknowledges that RCP or its affiliates may from time to time, hold outstanding securities of the Company which may be convertible in shares of the Company’s common stock at a floating conversion rate tied to the current market price for the stock. The number of shares of Common Stock issuable pursuant to this Agreement may increase substantially in certain circumstances, including, but not necessarily limited to the circumstance wherein the trading price of the Common Stock declines during the Valuation Period. The Company’s executive officers and directors have studied and fully understand the nature of the transaction contemplated by this Agreement and recognize that they have a potential dilutive effect. The board of directors of the Company has concluded in its good faith business judgment that such payment, transaction is in the representations made best interests of the Company. The Company specifically acknowledges that its obligation to issue the Settlement Shares along with settlement fee shares is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company. The Board of Directors of the Company has further given its consent for each conversion of shares of stock pursuant to this agreement and agrees and consents that same may occur below the par value of the Company’s Common Stock if applicable. u. None of the transactions agreements or proceedings described above is part of a plan or scheme to evade the registration requirements of the Securities Act and HMPQ and RCP are acting and has acted in this Section 12an arms length capacity.

Representations. The Optionee representsIn connection with my exercise of the Option, warrants and covenants thatI hereby represent to the Company as follows: (ia) Any shares purchased upon exercise of this option shall be acquired for I am acquiring the Optionee's account Shares solely for investment onlypurposes, and not with a view to, no present intention of distributing or for sale in connection with, reselling any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), Shares or any rule or regulation under interest therein. I acknowledge that the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will Shares have not be been registered under the Securities Act of 1933, as amended (the “Securities Act”). (b) I am aware of the Company’s business affairs and financial condition and have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (c) I understand that the Shares are "“restricted securities" within ” under applicable U.S. federal and state securities laws and that, pursuant to these laws, I must hold the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of Shares indefinitely unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and qualified by state authorities, or unless an exemption from such registration and qualification requirements is available. I acknowledge that the Company has no obligation or current intention to register or qualify the Shares for resale. I further acknowledge that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and requirements relating to the Company which are outside of my control, and which the Company is under no obligation to and may not be able to satisfy. (d) I understand that there is no public market for the Shares, that no market may ever develop for them, and that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any shares acquired pursuant other federal, state or other governmental agency. (e) I understand that the Shares are subject to certain restrictions on transfer set forth in the Plan. Both the Plan and the Grant Agreement are incorporated herein by reference. (f) I understand that any Shares purchased hereunder shall be subject to the Stockholders’ Agreement of the Company dated as of December 8, 2005, as it may be amended from time to time (“Stockholders’ Agreement”), a copy of which has been provided to me, and that it is a condition to the exercise of this option under my Option that I execute the Securities Actattached signature page of the Stockholders’ Agreement, agreeing to be bound thereby. I have had a full and fair opportunity to review the Stockholders’ Agreement prior to exercising the Option. (vg) The Optionee agrees thatI understand that the certificate representing the Shares will be imprinted with the following legends: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, if AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES, REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL AND A REPURCHASE RIGHT IN FAVOR OF THE COMPANY OR ITS ASSIGNEE AS SET FORTH IN THE COMPANY’S STOCK OPTION PLAN. SUCH RIGHT OF FIRST REFUSAL AND REPURCHASE RIGHT ARE BINDING ON TRANSFEREES OF THE SHARES REPRESENTED BY THIS CERTIFICATE. THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY ARE HELD SUBJECT TO THE TERMS, COVENANTS AND CONDITIONS OF A STOCKHOLDERS’ AGREEMENT DATED AS OF DECEMBER 8, 2005, AS SUCH AGREEMENT MAY BE AMENDED, BY AND AMONG THE STOCKHOLDERS OF CPG FINANCE, INC., AND MAY NOT BE TRANSFERRED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SAID AGREEMENT AND ALL AMENDMENTS THERETO IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. (h) I have consulted my own tax advisors in connection with my exercise of this Option and I am not relying upon the Company offers for any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent tax advice. (i) I am presently an employee of the Company, offer, sell, contract or my employment has been terminated involuntarily or due to sell death or otherwise dispose of, directly or indirectly Disability (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after as defined in the effective date of such registration statement. By making payment upon exercise of this option, Plan) within the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12past 30 days.

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option Option shall be acquired for the Optionee's ’s account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 1933, as amended (the "“Securities Act"”), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option Option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option Option will not be registered under the Securities Act and are "“restricted securities" ” within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years one year and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option Option under the Securities Act. (v) The Optionee’s principal residence is at the address set forth below on the signature page. The Optionee agrees that, if shall promptly notify the Company offers of any of its Common Stock for sale pursuant to a registration statement under change in the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statementOptionee’s principal residence. By making payment upon any exercise of this optionOption, in whole or in part, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee representsEach of the Vendor and the Company jointly and severally represent and warrant to the Purchaser (and acknowledge that the Purchaser is relying upon such representations and warranties in entering into this Agreement and completing the transactions contemplated hereby) that except as disclosed in Schedule "B" attached hereto: (a) the Company is duly incorporated and organized, warrants validly subsisting and covenants that:in good standing under the laws of the Province of Alberta; (b) the authorized capital of the Company consists of an unlimited number of Class A voting shares and an unlimited number of Class B non-voting shares of which 100 Class A shares are validly issued and outstanding as fully paid and non-assessable as of the date hereof, and there are no other shares of the Company issued and outstanding; (c) all the issued and outstanding shares in the capital of the Company are duly authorized, validly issued, fully paid, non-assessable and issued in compliance with all applicable corporate, securities and other laws; (d) the Vendor is the legal and beneficial owner of the Shares, holds such Shares free and clear of any and all liens, adverse claims, charges, pledges, hypothecations and encumbrances whatsoever; (e) the Vendor has full and absolute right, power and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the legal and beneficial title and ownership of the Shares to the Purchaser as contemplated hereby; (f) no person, firm or corporation has any agreement or option or a right capable of becoming an agreement or option for the purchase of any of the Shares or for the purchase of any of the unissued shares in the capital stock of the Company except as disclosed in Schedule "B" attached hereto; (g) there are no shareholders agreements, proxies, voting trust agreements or similar agreements among the Vendor or any other parties with respect to the Shares; (h) the Vendor is not acting as nominee, agent, trustee, executor, administrator or other legal representative of any person in the sale of the Shares hereunder; (i) Any shares purchased upon exercise neither the Vendor nor the company have agreed to pay any finder=s fee or commissions in connection with the sale of the Shares contemplated by this Agreement for which the Purchaser or the Company shall have any obligation or liability; (j) the Company has full power and authority to enter into and perform its obligations under this Agreement; (k) the execution and delivery of this option shall be acquired for Agreement has been duly authorized by the Optionee's account for investment only, Company and not with constitutes a view to, or for sale in connection with, any distribution valid and binding obligation of the shares Company enforceable in accordance with its terms, subject to the qualification that enforceability may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and to the extent that remedies of specific performance and injunction, being equitable remedies, may only be granted in the discretion of the court having jurisdiction; (l) the performance of this Agreement will not be in violation of the Securities Act Articles, Bylaws or other constating documents of 1933 the Company or of any agreement to which the Vendor or the Company is a party and will not give any person, firm or corporation any right to terminate or cancel any agreement or any right enjoyed by the Company nor result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favour of any third party upon or against the assets of the Company; (m) the Company has the corporate power to own the Property owned by it and to carry on the business carried on by it and is duly qualified or licensed to carry on business in every jurisdiction in which the character of the Property and assets owned by the Company or the nature of the business conducted by the Company requires the Company to be so licensed or qualified; (n) the Company has good and marketable title to the Property and assets owned and used by it free and clear of any mortgage, pledge, deed of trust, lien, conditional sale agreement, encumbrance, security interest, charge or adverse claim whatsoever, except as disclosed in Schedule "Securities Act")B" hereto; (o) the Company does not carry on business in any jurisdiction other than Alberta and is not extra-provincially registered in any jurisdiction; (p) the Company is not a party to, or any rule of its Property or regulation under assets bound or affected by any contract, agreement, deed, instrument or other document, including any agreement of guarantee, indemnification or other like commitment, whereby the Securities Act.Company may be held liable for the obligations, liabilities, contingent or otherwise, or indebtedness of any other person, firm or corporation; (iiq) The Optionee has had such opportunity as he there are no actions, suits, claims or she has deemed adequate to obtain from representatives proceedings, whether or not purportedly on behalf of the Company, pending or in existence or threatened against or affecting the Company such information as at law or in equity or before or by any federal ,provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign and there is necessary to permit not now outstanding any order, writ, injunction or judgment of any court, administrative agency or governmental body or arbitration tribunal issued and directed against the Optionee to evaluate Company or any of its properties, assets, businesses or prospects or against any of the merits and risks of his or her investment in the Company.Shares; (iiir) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available not in material breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which it is subject or which apply to it; (s) the public, and other terms and conditions of Rule 144 are complied with; and (D) there Company is now no registration statement on file with the Securities and Exchange Commission with respect not a party to any stock collective agreement with any labour union or other association of the Company employees and the Company has no obligation contract with any employee, officer, officer, professional advisor or current intention other individual which cannot be lawfully terminated without recourse by the other party or parties thereto on not more than thirty (30) days' notice; (t) the Company is not a party to register any shares acquired pursuant material written or oral agreement respecting cessation of employment or compensation therefor, nor does it have any officers, employees or consultants who may be dismissed except on less than one month's prior notice, or payment in lieu thereof; (u) the Company is not in default or breach of any contracts, agreements, indentures, leases or other instruments to which it is a party or by which it is bound, which default or breach could, if acted upon by the exercise party or parties legally entitle to do so, materially, adversely affect the business operations, assets or financial condition of this option under the Securities Act.Company, and all contracts, agreements, indentures and leases to which the Company is a party are listed in Schedule "B" hereto; (v) The Optionee agrees thatto the best of the Vendor=s knowledge, if all facts relating to the Company offers or to its business, operations, assets or financial conditions that are known or which on reasonably enquiry ought to be known, to the Vendor and that are material to the business, operations, assets or financial condition of the Company have been disclosed to the Purchaser; (w) all material transactions of the Company have been promptly and properly recorded or filed in or with its books and records, and the record book of the Company contains complete and accurate minutes and records of all meetings and proceedings of and resolutions passed by the shareholders and the directors of the Company since its incorporation and all such meetings were duly called and held; (x) the Vendor is not aware of any event or occurrence which has had, or might reasonably be expected to have, a material adverse effect on the business of the Company or the results of any of its Common Stock operations; (y) the Company has duly and timely filed all Canadian, local and foreign tax returns, reports, declarations and other similar reports required to be filed by it and all liabilities for sale pursuant taxes, assessments and other governmental charges (including installments on account of such taxes, assessments and charges and any interest or bounties thereon) upon all or any of the income of the Company or its assets which were required to be paid on or before the date hereof, have been duly paid or satisfied on or before their respective due dates and all liabilities for taxes, assessments or other governmental charges which fall due and become payable prior to closing will have been fully paid prior to the Closing Date; (z) the Company has not entered into any long term leases or other long term contracts of a registration statement under material nature, except as disclosed in Schedule "B"; (aa) the Securities Act, Company's Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis and truly and accurately reflect the Optionee will not, without financial position of the prior written consent Company as of the last day of the period for which they were prepared and since that time and except as disclosed in Schedule "B" hereto; i) there has been no material adverse change in the financial position or condition of the Company, offernor any damage, sellloss or other change in any circumstances materially affecting the business, contract operations or properties of the Company; ii) the Company has not waived or surrendered any right of material value; iii) the Company has not discharged, satisfied or paid any lien, encumbrance, obligation or liability other than current liabilities of the Company incurred in the ordinary course of business; and iv) the business of the Company has been carried on in the ordinary course. (bb) the Company has no liabilities of any sort except as disclosed in the Company=s Financial Statements or Schedule "B" hereto; (cc) neither the Vendor nor members of his family nor any corporation controlled by the Vendor or members of his family owns any property or assets which are used by the Company; (dd) the names of directors and officers of the Company are as follows: ▇▇▇▇▇ ▇▇▇▇▇▇ - President, Secretary and Director; (ee) the Company maintains such insurance against loss or damage to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option its assets and with respect to public liability as is reasonably prudent for a period of 90 days after company such as the effective date of such registration statement. By making payment upon exercise of this optionCompany; (ff) the Company has not entered into any non-disclosure, confidentiality, non-competition or similar agreement or arrangement with any person, firm or corporation; (gg) the Optionee shall be deemed Company is not indebted or under any financial obligation to have reaffirmedthe Vendor, as or to any directors, officers, employees, shareholders and other insiders of the date Company whatsoever; (hh) neither the Vendor nor any present or former officer, director, employee or shareholder of such paymentthe Company is now indebted or under any financial obligation to the Company on any account whatsoever; (ii) the Vendor is not a non-resident of Canada as provided in the Income Tax Act (Canada); (jj) the Company has no outstanding options to purchase shares, the representations made in this Section 12.management agreements or credit cards;

Representations. 7.1. The Optionee represents, Holder represents and warrants and covenants that: to the Company as follows: (i) Any shares purchased upon exercise the Holder understands that the Warrant and the Warrant Shares have not been registered under the Securities Act by reason of this option shall be acquired for their issuance in a transaction exempt from the Optionee's account for investment only, registration and not with a view to, or for sale in connection with, any distribution of the shares in violation pros-pectus delivery requirements of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. ; (ii) The Optionee the Holder has had such opportunity as he or she has deemed adequate to obtain from representatives knowledge and experience in financial and business matters that it is capable of the Company such information as is necessary to permit the Optionee to evaluate evaluating the merits and risks of his or her investment the purchase of this Warrant and the Warrant Shares, and of protecting its interests in the Company. connection therewith; (iii) The Optionee the Holder is able to bear the economic risk of holding such shares acquired the purchase of the Warrant Shares pursuant to the exercise terms of this option for an indefinite periodWarrant. 7.2. The Company represents and warrants to the Holder as follows: (ivi) The Optionee understands that this Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms; (Aii) the shares acquired pursuant Warrant Shares (and the Ordinary Shares into which such Warrant Shares are convertible) are duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid (subject to the full payment of the exercise of this option will price, or valid net issuance exercise, by the Holder) and non-assessable and not be registered under subject to any third party rights or liens except for any liens created by the Securities Act Holder to whom such Warrant Shares are issued and are "restricted securities" within except for those restrictions on transfer set forth in the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied withAmended Articles; and (Diii) there is now no registration statement on file with the Securities execution and Exchange Commission with respect to any stock delivery of this Warrant are not, and the issuance of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased Warrant Shares upon exercise of this option for Warrant in accordance with the terms hereof and the issuance of the Ordinary Shares into which such Warrant Shares are convertible in accordance with the terms hereof and the Amended Articles, will not be, inconsistent with the Company’s governing documents, do not and will not conflict with or contravene any, and will be issued in compliance with all applicable laws, and do not and will not conflict with or contravene any provision of, or constitute a period default under, any indenture, mortgage, contract or other instrument of 90 days after which the effective date of such registration statement. By making payment upon exercise of this optionCompany is a party or by which it is bound or require the consent or approval of, the Optionee shall be deemed to have reaffirmed, as giving of the date of such paymentnotice to, the representations made registration with or the taking of any action in this Section 12respect of or by, any government authority or agency or other person, other than those consents or approvals that shall have been previously obtained and reports of issuance to the Israeli Registrar of Companies and to NATI (if applicable).

Representations. (a) The Optionee represents, warrants undersigned is informed of the significance to the Company of the foregoing representations and covenants that:answers contained in this Questionnaire contained herein and such answers have been provided under the assumption that the Company will rely on them. (ib) Any shares purchased upon exercise of this option shall In furnishing the above information, the undersigned acknowledges that the Company will be acquired for relying thereon in determining, among other things, whether there are reasonable grounds to believe that the Optionee's account for investment only, and not with undersigned qualifies as a view to, or for sale in connection with, any distribution of the shares in violation Purchaser under Section 4(2) and/or Regulation D of the Securities Act of 1933 (and applicable state securities laws for the "Securities Act"), or any rule or regulation under purposes of the Securities Actproposed investment. (iic) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives undersigned understands and agrees that the Company may request further information of the Company such information as is necessary undersigned in verification or amplification of the undersigned’s knowledge of business affairs, the undersigned’s assets and the undersigned’s ability to permit bear the Optionee to evaluate the merits and risks of his or her economic risk involved in an investment in the securities of the Company. (iiid) The Optionee undersigned represents to you that (a) the information contained herein is able to bear complete and accurate on the economic risk date hereof and may be relied upon by you, (b) the undersigned will notify you immediately of holding any change in any such shares acquired pursuant information occurring prior to the exercise acceptance of the subscription and will promptly send you written confirmation of such change. The undersigned hereby certifies that he, she or it has read and understands the Subscription Agreement related hereto and (c) the undersigned acknowledges that you may be required to publicly disclose the information provided in this option for an indefinite periodQuestionnaire and that he, she or it consents to such public disclosure. (ive) The Optionee understands that Subscriber (A) the shares acquired pursuant to the exercise and any beneficial owners of this option will not be registered under the Securities Act and Subscriber), are "restricted securities" within the meaning of Rule 144 under the Securities Act; currently (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (Ca) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file compliance with the Securities and Exchange Commission with respect to any stock regulations of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise Office of this option under the Securities Act. Foreign Assets Control (v“OFAC”) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose U.S. Department of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. (a) The Optionee representsIssuer represents and warrants to the Indenture Trustee and the Credit Enhancer that as of the Closing Date, warrants and covenants thatunless specifically stated otherwise: (i) Any shares purchased upon exercise This Indenture creates a valid and continuing Security Interest in the Collateral in favor of the Indenture Trustee. The Security Interest created by this option shall be acquired for the Optionee's account for investment onlyIndenture is a first priority perfected Security Interest and it is enforceable as such against creditors of, and not with a view topurchasers from, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities ActIssuer. (ii) The Optionee has had such opportunity Mortgage Notes are “instruments” as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment defined in the CompanyUCC. (iii) The Optionee is able to bear Before the economic risk Grants of holding such shares acquired the Security Interest pursuant to the exercise Granting Clause of this option for an indefinite periodIndenture, the Issuer owns, and has good and marketable title to, the Mortgage Loans free of any lien, claim, or encumbrance of any person. (iv) The Optionee understands that (A) By the shares acquired pursuant Closing Date with respect to the exercise Mortgage Loans and within 10 days of this option will not be registered under the Securities Act and are "restricted securities" within the meaning applicable date of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission substitution with respect to any stock of Eligible Substitute Mortgage Loan, the Company and Issuer will file Financing Statements in the Company has no obligation or current intention proper filing office in the appropriate jurisdiction to register any shares acquired pursuant to perfect the exercise of Security Interest in the Collateral Granted under this option under the Securities ActIndenture. (v) The Optionee agrees that, if Issuer has received a written acknowledgement from the Company offers Custodian that the Custodian is acting solely as agent of the Indenture Trustee. (vi) The Issuer has not authorized the filing of and is not aware of any Financing Statements against the Issuer that include a description of its Common Stock for sale collateral covering the Collateral other than any financing statement (A) relating to the Security Interests granted to the Indenture Trustee pursuant to this Indenture, (B) that has been terminated, or (C) that names the Indenture Trustee as secured party. (vii) The Mortgage Notes that constitute or evidence the Collateral do not have any marks or notations indicating that they have been pledged, assigned, or otherwise conveyed to any person other than the Indenture Trustee. All Financing Statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection with this Indenture describing the Collateral contain a registration statement under to the Securities Actfollowing effect: “A purchase of the Mortgage Loans included in the collateral covered by this financing statement will violate the rights of the Indenture Trustee.” (viii) On the Closing Date, the Optionee will Issuer is a “Qualifying SPE” as such term is defined in the statement of Accounting Standards No. 140 of the Financial Accounting Standards Board, as in effect on the Closing Date. (b) The representations and warranties in this Section 3.16 shall survive delivery of the respective Mortgage Files to the Custodian pursuant to the Custodial Agreement and the termination of the Sale and Servicing Agreement. (c) The Indenture Trustee and the Credit Enhancer shall not, without the prior written consent of the CompanyRating Agencies, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), waive any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made and warranties in this Section 123.16(a).

Representations. The Optionee Company hereby represents, warrants and covenants thatto NBF as follows: a. There are Fifteen Billion (i15,000,000,000) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives Common Stock of the Company such information authorized as is necessary of July 31, 2017, of which approximately Five Hundred Ninety Seven Million Four Hundred Seventy Four Thousand and Five (597,474,005) Shares of Common Stock are issued and outstanding as October 13, 2017; and approximately Fourteen Billion Four Hundred Two Million Five Hundred Twenty Five Thousand Nine Hundred Ninety Five (14,402,525,995) Shares of Common Stock are available for issuance pursuant hereto; b. The shares of Common Stock to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired be issued pursuant to the exercise Order are duly authorized, and when issued will be duly and validly issued, fully paid and non-assessable, free and clear of this option all liens, encumbrances and preemptive and similar rights to subscribe for an indefinite period.or purchase securities; (iv) c. The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered exempt from registration under the Securities Act and issuable without any restrictive legend; d. The Company shall reserve from its duly authorized capital stock a number of shares of Common Stock at least equal to the greater of the number of shares that could be issued pursuant to the terms of the Order and that Company shall initially reserve at its transfer agent, at a minimum, Three Billion Two Hundred Million (3,200,000,000) shares during the Valuation Period in order to ensure that it can properly carry out the terms of this agreement, which may only be released to Company once all of the Settlement Shares and settlement fee shares have been delivered and converted pursuant to this agreement and Company’s obligations are "restricted otherwise fully satisfied or there has otherwise been a default pursuant to the terms of this agreement; of this reserve amount, NBF plans on converting this Settlement into that number of shares and in many instances more shares, should the price go down; e. If at any time it appears reasonably likely that there may be insufficient authorized shares to fully comply with the Order, Company shall promptly increase its authorized shares to ensure its ability to timely comply with the Order; f. The execution of this Agreement and performance of the Order by Company and NBF will not (1) conflict with, violate or cause a breach or default under any agreements between Company and any creditor (or any affiliate thereof) related to the account receivables comprising the Claims, or (2) require any waiver, consent, or other action of the Company or any creditor, or their respective affiliates, that has not already been obtained; g. Without limitation, the Company hereby waives any provision in any agreement related to the account receivables comprising the Claims requiring payments to be applied in a certain order, manner, or fashion, or providing for exclusive jurisdiction in any court other than this Court; h. The Company has all necessary power and authority to execute, deliver and perform all of its obligations under this Agreement; i. The execution, delivery and performance of this Agreement by Company has been duly authorized by all requisite action on the part of Company and its Board of Directors (including a majority of its independent directors), and this Agreement has been duly executed and delivered by Company; j. Company did not enter into the transaction giving rise to the Claims in contemplation of any sale or distribution of Company’s common stock or other securities" ; k. There has been no modification, compromise, forbearance, or waiver entered into or given with respect to the Claims. There is no action based on the Claims that is currently pending in any court or other legal venue, and no judgments based upon the Claims have been previously entered in any legal proceeding; l. There are no taxes due, payable or withholdable as an incident of Seller’s provision of goods and services, and no taxes will be due, payable or withholdable as a result of settlement of the Claims; m. Seller was not and within the past ninety (90) days has not been directly or indirectly through one or more intermediaries in control, controlled by, or under common control with, the Company and is not an affiliate of the Company as defined in Rule 144 promulgated under the Act; n. Company is operational and is a non-shell company within the meaning of Rule 144 under 405 and all applicable Securities Rules and Registration pertaining thereto; o. Company represents that Seller is not, directly or indirectly, utilizing any of the Securities Act; (B) such shares cannot be sold, transferred proceeds received from NBF for selling the Claims to provide any consideration to or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) invest in any eventmanner in the Company or any affiliate of the Company; p. Company has not received any notice (oral or written) from the SEC or Principal Market regarding a halt, an exemption from registration under Rule 144 limitation or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for suspension of trading in the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act.and (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee q. Seller will not, without directly or indirectly, receive any consideration from or be compensated in any manner by, the prior written consent Company, or any affiliate of the Company, offer, sell, contract to sell in exchange for or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise in consideration of this option for a period of 90 days after selling the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as Claims; r. Company represents that none of the date services provided or to be provided which gave rise to the Claims were or are services related to promoting the Company’s Securities or that may be considered investor relations services; s. Company represents that each Claim being purchased pursuant hereto is a bona-fide Claim against the Company and that the invoices or written contract(s)/promissory notes underlying each Claim are accurate representations of the nature of the debt and the amounts owed by the Company to Seller and that the goods or services which are the subject of the Claims being purchased have been received or rendered; t. Company acknowledges that NBF or its affiliates may from time to time, hold outstanding securities of the Company which may be convertible in shares of the Company’s common stock at a floating conversion rate tied to the current market price for the stock. The number of shares of Common Stock issuable pursuant to this Agreement may increase substantially in certain circumstances, including, but not necessarily limited to the circumstance wherein the trading price of the Common Stock declines during the Valuation Period. The Company’s executive officers and directors have studied and fully understand the nature of the transaction contemplated by this Agreement and recognize that they have a potential dilutive effect. The board of directors of the Company has concluded in its good faith business judgment that such payment, transaction is in the representations made best interests of the Company. The Company specifically acknowledges that its obligation to issue the Settlement Shares along with settlement fee shares is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company. The Board of Directors of the Company has further given its consent for each conversion of shares of stock pursuant to this agreement and agrees and consents that same may occur below the par value of the Company’s Common Stock if applicable. u. None of the transactions agreements or proceedings described above is part of a plan or scheme to evade the registration requirements of the Securities Act and CHIT and NBF are acting and has acted in this Section 12an arms length capacity.

Representations. The Optionee Company hereby represents, warrants and covenants thatto TARPON as follows: a. There are One Hundred Million (i100,000,000) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives Common Stock of the Company such information authorized, of which Forty One Million, Six hundred and Thirty Two Thousand, Seven Hundred and Seventy Six (41,632,776) shares are issued and outstanding as is necessary of July 31, 2014; b. The shares of Common Stock to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired be issued pursuant to the exercise Order are duty authorized and, when issued, will be duly and validly issued, fully paid and non-assessable, free and clear of all liens, encumbrances and preemptive and similar rights to subscribe for or purchase securities; c. Upon Court approval of this option for an indefinite period. (iv) The Optionee understands that (A) Agreement and entry of the Order, the shares acquired pursuant to the exercise of this option will not be registered exempt from registration under the Securities Act and are "restricted securities" within issuable without any restrictive legend; d. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock at least equal in amount to the meaning number of Rule 144 shares that could be issued pursuant to the terms of the Order; e. If, at any time, it appears reasonably likely that there may be insufficient authorized shares to fully comply with the Order, Company shall promptly increase its authorized shares to ensure Its ability to timely comply with the Order; f. The execution of this Agreement and performance, by the parties, of their respective obligations pursuant to the Order (as memorialized herein), will not (1) conflict with, violate or cause a breach or default under any agreement(s) between the Securities Act; Company and any creditor (Bor any affiliate thereof) such shares canrespecting or concerning the accounts receivable comprising the Claims, or (2) require any waiver, consent, or other action of the Company or any creditor, or their respective affiliates, that has not be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) already been obtained; g. The Company hereby waives any provision in any eventagreement(s) respecting or concerning the accounts receivable-s comprising the Claims which may require or purport to require that payments be applied in a certain order, manner, or fashion, or providing for exclusive jurisdiction in any court other than this Court; h. The Company has all necessary power and authority to execute, deliver and perform all of its obligations under this Agreement; i. The execution, delivery and performance of this Agreement by the Company has been duly authorized by all requisite action on the part of the Company (including a majority of its independent directors), and this Agreement has been duly executed and delivered by the Company; j. The Company did not enter into any transaction(s) giving rise to the Claims in contemplation of any sale or distribution of the Company's common stock or other securities; k. There has been no modification, compromise, forbearance, or waiver entered into or given by the Company to any Seller with respect to the Claims. There is no action based on the Claims currently pending against the Company In any court or other legal venue; nor has any Judgment- based upon the Claims been entered against the Company In the context of any legal proceeding; There are no taxes due, payable or withholdable as an exemption incident of Seller's provision of goods and services, and no taxes will be due, payable or wlthholdable as a result of the settlement of the Claims, as provided for herein; m. reserved) n. To the best of the Company's knowledge, no Seller will utilize, directly or indirectly, any of the proceeds received from registration under Rule 144 TARPON in respect of the Claims as consideration for any investment to be made in the Company or otherwise under any affiliate of the Securities Act Company; o. The Company has not be available for at least two years and even then will not be available unless received any notice (oral or written) from the SEC or Principal Market regarding a public market then exists for halt, limitation or suspension of trading in the Common Stock; and p. No Seller will receive, adequate information concerning the Company is then available to the publicdirectly or indirectly, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation consideration from, or current intention to register be compensated In any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Actmanner by, the Optionee will notCompany, without the prior written consent or any affiliate of the Company, offerin exchange for or in consideration of the sale of the Claims. q. The Company acknowledges that TARPON or its affiliates may, sellfrom time to time, contract hold outstanding securities of the Company, including securities which may be convertible in shares of the Company's Common Stock at a floating conversion rate tied to sell or otherwise dispose ofthe current market price for the stock. The number of shares of Common Stock issuable pursuant to this Agreement may increase substantially in certain circumstances, directly or indirectly (including, but not necessarily limited to the circumstance wherein the trading price of the Common Stock declines. The Company's executive officers and directors have studied and fully understand the nature of the transactions contemplated by this Agreement and recognize that they may have a "Disposition")potential dilutive effect. The board of directors of the Company has concluded in its good faith business judgment that such transaction is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Settlement Shares is binding upon the Company and enforceable regardless of the potential dilutive effect such issuance may have on the ownership interests of other shareholders of the Company. TARPON hereby represents warrants and covenants to Company as follows: a. It is the owner of the Claims and, any shares purchased upon exercise subject to the Court's approval of the terms and conditions herein set forth, obligated to satisfy the Claims in their entirety; b. It is a limited liability company duly filed and in good standing under the laws of Connecticut; and, c. The execution, delivery and performance of this option for a period Agreement by TARPON has been duly authorized by all requisite action on the part of 90 days after the effective date of such registration statement. By making payment upon exercise of TARPON, and this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12Agreement has been duly executed and delivered by TARPON.

Representations. The Optionee Employee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the OptioneeEmployee's account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), ) or any rule or regulation under the Securities Act. (ii) The Optionee Employee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee Employee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee Employee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee Employee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years one year and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee Employee agrees that, if the Company offers for the first time any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee Employee will not, without the prior written consent of the Company, publicly offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition")indirectly, any shares purchased upon exercise of this option for a period of 90 days ninety (90) days, or such longer period as the Company may reasonably require, after the effective date of such registration statement. (vi) The Employee's principal residence is at the address set forth below on the signature page. The Employee shall promptly notify the Company of any change in the Employee's principal residence. By making payment upon any exercise of this option, in whole or in part, the Optionee Employee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1213.

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's ’s account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "“Securities Act"”), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "“restricted securities" ” within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act will not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "“Disposition"”), any shares purchased upon exercise of this option for a period of 90 ninety (90) days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's ’s account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "“Securities Act"), ”) or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A1) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "“restricted securities" ” within the meaning of Rule 144 under the Securities Act; (B2) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C3) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D4) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The By exercising options, Optionee agrees that, if that the Company offers (or a representative of the underwriter(s)) may, in connection with the underwritten registrations of the offering of any securities of its Common Stock for sale pursuant to a registration statement the Company under the Securities Act, require that the Optionee will not, without the prior written consent of the Company, offer, not sell, contract to sell or otherwise dispose of, directly transfer, make any short sale of, grant any option for the purchase of, or indirectly (enter into any hedging or similar transaction with the same economic effect as a "Disposition")sale, any shares purchased upon exercise of this option its Common Stock or other securities of the Company held by Optionee, for a period of 90 days after time specified by the underwriter(s) (not to exceed one hundred eighty (180) days) following the effective date of the registration statement of the Company filed under the Securities Act. Optionee further agrees to execute and deliver such registration statementother agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, Optionee agrees that the Company may impose stop-transfer instructions with respect to its shares of Common Stock until the end of such period. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1213.

Representations. The Optionee representsRecipient represents and warrants as follows: the Recipient hereby acknowledges that an investment in the Shares involves certain significant risks. The Recipient acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless the Shares are registered in accordance with federal and state securities laws or an exemption under such laws is available. The Recipient further acknowledges and hereby agrees that the Shares are subject to restrictions and obligations as set forth in the Subscription Agreement, warrants that the Shares are subject to forfeiture pursuant to the forfeiture provision contained in Section 3.1 thereto, and covenants that: the Insider Letter to be entered into among the Company and the other parties thereto, substantially in the form attached as Annex II hereto, and the lock-up provisions therein. The Recipient further understands that any certificates evidencing the Shares bear a legend (ias provided in the Subscription Agreement) Any shares purchased upon exercise of this option shall be acquired referring to the foregoing transfer restrictions. The Shares are being assigned solely for the Optionee's account Recipient’s own account, for investment purposes only, and are not being assigned with a view to, to or for sale in connection withthe resale, distribution, subdivision or fractionalization thereof; and the Recipient has no present plans to enter into any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act")contract, undertaking, agreement or any rule arrangement for such resale, distribution, subdivision or regulation under the Securities Act. (ii) fractionalization. The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee Recipient is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option its investment for an indefinite period. period of time. The Recipient has been given the opportunity to (ivi) The Optionee understands that (A) ask questions of and receive answers from the shares acquired pursuant to Act III Sponsor and the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information Company concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; the Shares, and the business and financial condition of the Company and (Dii) there obtain any additional information that the Act III Sponsor possesses or can acquire without unreasonable effort or expense that is now no registration statement necessary to assist the Recipient in evaluating the advisability of the receipt of the Shares and an investment in the Company. The Recipient is not relying on file with any oral representation made by any person as to the Company or its operations, financial condition or prospects. The Recipient is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any Act of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed1933, as of the date of such payment, the representations made in this Section 12amended.

Representations. The Optionee representsIt is the understanding of the Company, and --------------- the Investor hereby represents and warrants and covenants to the Company with respect to the Investor's purchase of Series A Preferred Stock hereunder that: (ia) Any shares purchased upon exercise The execution of this option shall be acquired Agreement has been duly authorized by all necessary action on the part of the Investor, has been duly executed and delivered by the Investor, and constitutes a valid, binding agreement of the Investor, enforceable in accordance with its terms. (b) The Investor is acquiring the Series A Preferred Stock for the Optionee's account its own account, for investment onlyinvestment, and not with a view to, or for sale in connection with, to any distribution "distribution" thereof within the meaning of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (iic) The Optionee Investor understands that because the Series A Preferred Stock has had such opportunity as he not been registered under the Securities Act, it cannot dispose of any or she has deemed adequate to obtain from representatives all of the Company Series A Preferred Stock unless such information securities are subsequently registered under the Securities Act or exemptions from such registration are available. The Investor understands that each certificate representing the Series A Preferred Stock will bear the following legend or one substantially similar thereto: The securities represented by this certificate have not been registered under the Securities Act. These securities have been acquired for investment and not with a view to distribution or resale, and may not be sold or otherwise transferred without an effective registration statement for such securities under the Act or the availability of an exemption from such registration requirements. (d) The Investor is sufficiently knowledgeable and experienced in the making of special situation investments so as is necessary to permit the Optionee be able to evaluate the risks and merits and risks of his or her its investment in the Company. (iii) The Optionee , and is able to bear the economic risk of holding such shares acquired pursuant to loss of its investment in the exercise of this option for an indefinite periodCompany. (ive) The Optionee understands Investor has been advised that (A) none of the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently Series A Preferred Stock has been registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years "blue sky" laws of any jurisdiction and even then will not be available unless a public market then exists for that the Common StockCompany, adequate information concerning in issuing the Company Series A Preferred Stock is then available to relying upon, among other things, the public, representations and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock warranties of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of Investor contained in this option under the Securities ActSection 7. (vf) The Optionee agrees thatNo broker, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Actfinder, the Optionee will not, without the prior written consent agent or similar intermediary has acted on behalf of the CompanyInvestor in connection with this Agreement or the transactions contemplated hereby and there are no brokerage commissions, offer, sell, contract to sell finder's fees or otherwise dispose of, directly similar fees or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after commissions payable by the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made Investor in this Section 12connection therewith.

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), ) or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers for the first time any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the 212e Company, publicly offer, sell, contract to sell or or,.-, otherwise dispose of, directly or indirectly (a "Disposition")indirectly, any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1213.

Representations. The Optionee representsHolder hereby represents and warrants to the Company as follows. Holder is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act of 1933, warrants as amended (the “1933 Act”). Holder is a sophisticated investor having such knowledge and covenants that: experience in business and investment matters that Holder is capable of protecting Holder’s own interests in connection with the acquisition, exercise or disposition of this Warrant. Holder is fully aware of: (i) Any shares purchased the highly speculative nature of an investment in the Warrant (and the Shares issuable hereunder); (ii) the potential financial hazards involved; and (iii) the lack of liquidity of the Warrant (and the Shares issuable hereunder) and the restrictions on transferability of the Warrant (and the Shares issuable hereunder). Holder is aware that this Warrant and the Shares are being, or will be, issued to Holder in reliance upon exercise of Holder’s representation in this option shall Section 4 and that such securities are restricted securities that cannot be acquired publicly sold except in certain prescribed situations. Holder is acquiring the Warrant for the Optionee's its own account for investment only, purposes only and not with a view to, or for sale the resale in connection with, any distribution “distribution” thereof for purposes of the shares 1933 Act in violation of the Securities Act securities laws. Holder has no present intention of 1933 (the "Securities Act"), selling or otherwise disposing of all or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives portion of the Company such information as Warrant or the Shares issuable hereunder. Holder is necessary to permit aware of the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning provisions of Rule 144 promulgated under the Securities Act; (B) 1933 Act and of the conditions under which sales may be made thereunder. Holder has received such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning about the Company is then available as Holder deems reasonable, has had the opportunity to ask questions and receive answers from the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission Company with respect to its business, assets, prospects and financial condition and has verified any stock of answers Holder has received from the Company with independent third parties to the extent Holder deems necessary. The Holder of this Warrant, by acceptance hereof, acknowledges this Warrant and the Company has no obligation Shares to be issued upon exercise hereof or current intention to register conversion thereof are being acquired solely for the Holder’s own account and not as a nominee for any shares acquired pursuant to other party, and for investment, and that the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee Holder will not, without the prior written consent of the Company, not offer, sell, contract to sell or otherwise dispose of, directly of this Warrant or indirectly (a "Disposition"), any shares purchased Shares to be issued upon exercise of this option for hereof or conversion thereof except under circumstances that will not result in a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as violation of the date 1933 Act or any state securities laws. Neither the Company nor any of such paymentits managers, members, or officers have made any representations to Holder regarding the representations made in this Section 12advisability of the transaction described herein.

Representations. The Optionee Recipient represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's Recipient’s account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "“Securities Act"), ”) or any rule or regulation under the Securities Act. (ii) The Optionee Recipient has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee Recipient to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee Recipient is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee Recipient understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "“restricted securities" ” within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee Recipient agrees that, if the Company offers for the first time any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee Recipient will not, without the prior written consent of the Company, publicly offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition")indirectly, any shares purchased upon exercise of this option for a period of 90 days one hundred and eighty (180) days, or such longer period as the Company may reasonably require, after the effective date of such registration statement. (vi) The undersigned is aware that there can be no assurance regarding the tax consequences of receiving this Option or purchasing Option Shares. Pursuant to Section 409A of the Code, non-qualified stock options that are issued with an exercise price below fair market value are subject to immediate taxation and penalties. The Company’s determination of the Exercise Price has not been performed by an independent business valuation expert and may not be accepted by applicable taxing authorities as the fair market value in accordance with Section 409A. Before accepting this Option, you should carefully review the potential tax liabilities that you may be subject to in connection with this Option. The Company expressly makes no representations or warranties regarding the fair market value of the Exercise Price or the applicability of Section 409A of the Code to the issuance of this Option and shall have no liability whatsoever to the Recipient for any taxes or related interest or penalties that may be due in connection with the issuance of this Option or its subsequent exercise. By making payment upon any exercise of this optionoption in accordance with Section 5, in whole or in part, the Optionee Recipient shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1210.

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), ) or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she the Optionee has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her the Optionee's investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning concerning, the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers for the first time any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, publicly offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition")indirectly, any shares purchased upon exercise of this option for a period of 90 days ninety (90) days, or such longer period as the Company may reasonably require, after the effective date of such registration statement. (vi) The Optionee's principal residence is at the address set forth below on the signature page. The Optionee shall promptly notify the Company of any change in the Optionee's principal address. By making payment upon any exercise of this option, in whole or in part, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee represents, warrants and --------------- covenants that: (i) Any shares purchased upon exercise of this option Option shall be acquired for the Optionee's account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares share in violation of the Securities Act of 1933 (the "Securities Act"), ) or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option Option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will Option may not be registered under the Securities Act and are may be "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no currently a registration statement on file with the Securities and Exchange Commission with respect to any stock certain shares of Common Stock of the Company Company, and a registration statement with respect to shares exercisable under the Plan, but the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option Option under the Securities Act. (v) The Optionee agrees that, if the Company offers Act or to keep current any of its Common Stock for sale pursuant to a existing registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statementprospectus. By making payment upon exercise of this optionOption, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1213.

Representations. The Optionee represents, CLIENT represents and warrants and covenants that: (iA) Any shares purchased upon exercise All wages and compensation to which any of CLIENT's employees are entitled and which have accrued as of the Commencement Date of this option shall Agreement have been paid in full, or will be acquired for paid in full by the OptioneeCommencement Date. (B) Except as expressly stated herein, or disclosed to and acknowledged by in writing, there are no separate agreements or arrangements, whether in the nature of employment agreements, collective bargaining agreements, deferred compensation agreements, or otherwise, under which CSI would be obligated or which would materially alter CSI's account for investment onlyobligations hereunder. (C) CLIENT has terminated any and all other employee leasing arrangement to which CLIENT was previously a party, and CLIENT shall not with a view toenter into any other employee leasing arrangement while this Agreement is in affect. (D) CLIENT to the best of his knowledge without independent audit, or for sale is not now, nor has been in connection withthe past three (3) years, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), any state or any rule federal labor or regulation under the Securities Actemployment laws. (iiE) The Optionee Co-Employees used by CLIENT will be compensated in accordance with federal and state laws. CLIENT also agrees that it will comply with the Worker Adjustment and Retraining Notification Act (WARN) and that it has had such opportunity sole responsibility for and will give CSI at least sixty-two (62) days notice prior to effecting any plant closing or mass lay-off as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment defined in the CompanyWARN. (iiiF) The Optionee is able to bear the economic risk of holding such shares acquired pursuant If requested by CSI, CLIENT will adhere to the exercise Return to Work policies of this option for an indefinite periodCSI or to implement a light-duty return to work program to assist eligible injured workers' compensation claimants (provided a suitable doctor's release has been obtained) in returning to gainful employment. (ivG) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option CLIENT will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect adhere to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities ActDrug Free Work Place Act policies if such policies are implemented. (vH) The Optionee agrees thatCLIENT will provide all facilities, if supplies, equipment, and all other necessary items that may be required by the Company offers any of its Common Stock for sale pursuant Co-Employees to a registration statement under perform their respective duties and services. CLIENT will also maintain cards and time as required by the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option FLSA and all state and federal regulations for a period of 90 days after six years from the effective date hereof. (I) If either CLIENT or CSI is the subject of any governmental investigations, inquiries or audits, or if either becomes a party, or is threatened to be joined as a party, to any lawsuit, administrative proceeding of any kind, (including proceedings or investigations involving EEOC, NLRB, OSHA, worker's compensation laws, or any other employment matter), each party to this Agreement will immediately disclose same with any details reasonably requested by the other party related to such registration statementmatters. By making payment upon exercise Further, CLIENT shall fully disclose CLIENT's involvement in any such matters within the three (3) years immediately preceding the Commencement Date hereof. (J) CLIENT will comply with all New York Labor Standards, and all federal and state laws and regulations requiring employers to pay the full amount of wages due to an employee, and no portion of this optionClient Service Agreement shall abrogate or diminish that responsibility. (K) The CLIENT shall continue to honor and abide by the terms of any applicable collective bargaining agreements, the Optionee shall be deemed to have reaffirmedand upon expiration thereof, as any obligations of the date of CLIENT to bargain in good faith in connection with such payment, the representations made collective bargaining agreements shall not be affected in any manner by this Section 12Agreement.

Representations. The Optionee represents, warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), ) or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that that: (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; ; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; ; (C) in any event, an the exemption from registration under Rule 144 or otherwise under the Securities Act will not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant Pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the the-representations made in this Section 127.

Representations. The Optionee represents, undersigned hereby additionally represents and warrants and covenants that: (ia) Any shares purchased upon exercise of this option shall be acquired The undersigned is purchasing for the Optionee's his/her/its own account for investment only, and not on behalf of any other person. (b) The undersigned will not sell or assign the Securities except in accordance with a view to, or for sale in connection with, any distribution of the shares in violation provisions of the Securities Act of 1933 (the "Securities Act")1933, as amended, or any rule or regulation pursuant to the registration Requirements under the Securities Act, or pursuant to an available exemption under the Act such as Rule 144, which requires a prior holding period of not less than one year from date of purchase. (iic) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate undersigned, in evaluating the merits and risks of his or her this investment, has determined that this investment in is suitable for the Companyundersigned's participation, and the undersigned has received and reviewed all pertinent documents requested by the undersigned. (iiid) Share certificates shall bear an appropriate restrictive legend that restricts the further sale or assignment of the Securities except in accordance with the foregoing provisions set forth above. (e) The Optionee undersigned is aware that there is no public market for the Company's Securities that the transfer of Securities is subject to certain restrictions according to law and that, as a consequence, it may not be possible for the undersigned to liquidate the Securities, which may have to be held indefinitely, which makes this offering an illiquid investment. (f) The undersigned is able to bear the economic risk of holding the investment and has such shares acquired pursuant business or financial experience as to be capable of evaluating the exercise merits and risks of this option for an indefinite periodinvesting in the Company. (ivg) The Optionee understands undersigned is aware that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) investment in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available involves certain material risks. (h) The undersigned, in evaluating the merits and risks of an investment in the Securities, has been encouraged to seek the publicadvice of his or her own personal tax and legal counsel, and other terms has not relied upon any representations concerning this investment. (i) The undersigned has had the opportunity to personally ask questions of and conditions of Rule 144 are complied with; receive answers from duly qualified agents and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock representatives of the Company and to verify the Company has no obligation or current intention to register any shares acquired pursuant to the exercise accuracy and completion of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of all material information about the Company, offerits business, sellofficers, contract to sell or otherwise dispose ofdirectors and founders, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after and the effective date of such registration statement. By making payment upon exercise of this option, terms and conditions under which the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12Securities are being acquired.

Representations. 20.1 The Optionee represents, warrants Holding Company and covenants each Obligor party hereto acknowledges that each Finance Party has entered into this Agreement and participated in the Facility (which is or will be syndicated on an international basis) in full reliance on the representations in this Clause 20 which are made and given without prejudice to the applicability of the 20.2 REPRESENTATIONS The Holding Company and each Obligor represents that: 20.2.1 Status it is a limited company, a stock corporation, a limited partnership or, as the case may be, a corporation duly formed, registered and validly existing under the laws of its Relevant Jurisdiction; 20.2.2 Capacity it has the capacity, power and authority to own its own property and to conduct its business as it is now being conducted and to enter into the Facility Documents and the Relevant Contracts to which it is a party and to exercise its rights and perform its obligations thereunder; 20.2.3 Authorisation all action required to authorise the execution, delivery and performance of the Facility Documents and the Relevant Contracts to which it is party has been duly taken; 20.2.4 No Deduction or Withholding under the laws of its Relevant Jurisdiction in force at the date hereof, it will not be required to make any deduction or withholding from any payment it may make under any of the Facility Documents; 20.2.5 Pari Passu under the laws of its Relevant Jurisdiction in force at the date hereof, the claims of each Finance Party against it under: (a) the Facility Documents (other than the Security Documents) to which it is a party will rank at least pari passu with the claims of all its other unsecured creditors save those whose claims are preferred solely by any bankruptcy, insolvency, liquidation or other similar laws of general application; and (b) the Security Documents to which it is a party rank ahead of the claims of all its other creditors (save those whose claims are preferred solely by any bankruptcy, insolvency, liquidation or other similar laws of general application and other than, if and to the extent applicable, creditors with the benefit of Permitted Encumbrances) against the assets the subject of the encumbrances created by such Security Documents; 20.2.6 No Immunity in any proceedings taken in its Relevant Jurisdiction in relation to any of the Facility Documents, it will not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process; 20.2.7 Governing Law and Judgements in any proceedings taken in its Relevant Jurisdiction in relation to any of the Facility Documents, the choice of English law or, as the case may be, German law or Dutch law as the governing law of 20.2.8 Validity and Admissibility in evidence all acts, conditions and things required to be done, fulfilled, performed and obtained (including, without limitation, the obtaining of any necessary consents) in order (a) to enable it lawfully to enter into, exercise its rights under and perform and comply with the obligations expressed to be assumed by it in the Facility Documents and the Relevant Contracts to which it is a party, (b) to ensure that the obligations expressed to be assumed by it in the Facility Documents and the Relevant Contracts to which it is a party are legal, valid and binding and (c) to make the Facility Documents and the Relevant Contracts to which it is a party admissible in evidence in the forum selected in the relevant document have been done, fulfilled, performed and obtained; 20.2.9 No Filing or Stamp Taxes under the laws of its Relevant Jurisdiction in force at the date hereof, it is not necessary that any of the Facility Documents or the Relevant Contracts be filed, recorded or enrolled with any court or other authority in such jurisdiction or that any stamp, registration or similar tax be paid on or in relation to any of the Facility Documents or Relevant Contracts, save for (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale notarisation in connection with, any distribution Germany of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or Share Pledges and any rule or regulation under the Securities Act. mortgages and (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives the notarisation of the instruments constituting the Target Security, the Initial Dutch Share Pledge, the PrimaCom Management Second Dutch Share Pledge and the PrimaCom Netherlands Account and Inter-Company such Loan Pledge in the Netherlands; 20.2.10 Binding Obligations the obligations expressed to be assumed by it in the Facility Documents and the Relevant Contracts to which it is a party are legal and valid obligations binding on it and enforceable in accordance with the terms thereof, subject to any qualifications as to matters of law in the legal opinions delivered or to be delivered in connection herewith or therewith; and 20.2.11 Information Systems the computer and management information as is necessary systems of the Group are sufficient to permit the Optionee Group to evaluate the merits and risks of his or her investment in the Companyconduct its business without Material Adverse Effect. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee representsALPA, warrants Northwest and covenants that: Purchaser acknowledge that (i) Any shares purchased upon exercise the Purchased Claim shall not be allowed for voting purposes, (ii) no party has made any representation or warranty as to the terms of this option shall any plan of reorganization Northwest or its affiliates may file with the Bankruptcy Court or that may be acquired for confirmed by the Optionee's account for investment onlyBankruptcy Court, and not with a view to, or for sale in connection with, any distribution (iii) the value of the shares Plan Consideration distributed in violation the Bankruptcy Case on account of the Securities Act Purchased Claim may differ materially from the Purchase Price. ALPA, Northwest and Purchaser further acknowledge that no party hereto nor any agent or representative of 1933 any party to this Agreement has made any representation whatsoever to any other party or its agent or representative regarding the status of the Bankruptcy Case, the condition of Northwest (the "Securities Act"financial or otherwise), or any rule other matter whatsoever relating to the Bankruptcy Case, the Plan, the Plan Consideration, the airline industry, the Purchased Claim or regulation under the Securities Act. ALPA Claim, except as expressly set forth herein. ALPA, Northwest and Purchaser further acknowledge that the parties to this Agreement may possess material non-public information concerning Northwest, other airlines or the Bankruptcy Case and hereby waive any claim they may have against each other arising out of or related to any such information or knowledge of any such information. Purchaser represents that it (iii) The Optionee has had such opportunity as he or she has deemed adequate is a sophisticated entity with respect to obtain from representatives its purchase of the Company such information as is necessary to permit the Optionee to evaluate the merits Purchased Claim and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk associated with entering into this Agreement and the purchase of holding such shares acquired pursuant to the exercise of this option for an indefinite period. Purchased Claim as provided herein, (ivii) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, has adequate information concerning Northwest’s business and financial condition and the Company is then available status of the Bankruptcy Case to make an informed decision regarding the publicpurchase of the Purchased Claim and has independently and without reliance on ALPA or Northwest, and other terms based on such information as it has deemed appropriate, performed its own analysis and conditions of Rule 144 are complied with; decided to enter into this Agreement, and (Diii) there is now no registration statement on file with the Securities has such knowledge and Exchange Commission with respect experience so as to any stock be aware of the Company risks and uncertainties inherent in the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent purchase of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, Purchased Claim as of the date of such payment, the representations made in this Section 12provided herein.

Representations. The Optionee represents, Sub-Sublessor represents and warrants and covenants that: (ia) Any shares purchased upon exercise the Main Lease consists of the instruments listed on EXHIBIT B, copies of which are attached to the Sublease, and is in full force and effect, has not been further modified or amended, and, to the best knowledge of Sub-Sublessor, there exists under the Main Lease no default or event of default, nor has there occurred any event which, with the giving of notice or passage of time or both, could constitute such a default or event of default; (b) the Sublease attached hereto is a complete copy of the Sublease and is in full force and effect, has not been further modified or amended, and, to the best knowledge of Sub-Sublessor, there exists under the Sublease no default or event of default, nor has there occurred any event which, with the giving of notice or passage of time or both, could constitute such default or event of default; (c) to the best knowledge of Sub-Sublessor, there is no pending termination of the Main Lease. Sub-Sublessor will notify Sub-Subtenant promptly if it becomes aware of any impending termination of the Main Lease; (d) there are no pending or threatened actions, suits or proceedings before any court or administrative agency against Sub-Sublessor or, to the best of Sub-Sublessor's knowledge, against landlord or Sublessor which could, in the aggregate, adversely affect the Sub-Subleased Premises or any part thereof or the ability of landlord to perform its obligations under the Main Lease or of Sublessor to perform its obligations under the Sublease or of Sub-Sublessor to perform its obligations under this option shall be acquired Sub-Sublease, and Sub-Sublessor is not aware of any facts which might result in any such actions, suits or proceedings; (e) Sub-Sublessor has not received any written notice from any insurance company of any defects or inadequacies in the Sub-Subleased Premises or any part thereof which could adversely affect the insurability of the Sub-Subleased Premises or the premiums for the Optionee's account for investment only, and insurance thereof; (f) Sub-Sublessor has not with a view to, or for sale in connection with, received any distribution of written notice from any governmental entity that the shares Sub-Subleased Premises are in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act.applicable laws; and (iig) The Optionee ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ has had such opportunity as he not been informed by employees or she contractors of Sub-Sublessor that asbestos has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment been discovered in the Company. (iii) The Optionee is able to bear Sub-Subleased Premises during Sub-Sublessor's tenancy in the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the publicSub-Subleased Premises, and other terms and conditions ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ has made no independent investigation or inquiry into the presence of Rule 144 are complied with; and (D) there is now no registration statement on file with asbestos in the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities ActSub-Subleased Premises. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee representsIn connection with my exercise of the Option, warrants and covenants thatI hereby represent to the Company as follows: (ia) Any shares purchased upon exercise of this option shall be acquired for I am acquiring the Optionee's account Shares solely for investment onlypurposes, and not with a view to, no present intention of distributing or for sale in connection with, reselling any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), Shares or any rule or regulation under interest therein. I acknowledge that the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will Shares have not be been registered under the Securities Act of 1933, as amended (the “Securities Act”). (b) I am aware of the Company’s business affairs and financial condition and have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (c) I understand that the Shares are "“restricted securities" within ” under applicable U/S/ federal and state securities laws and that, pursuant to these laws, I must hold the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of Shares indefinitely unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and qualified by state authorities, or unless an exemption for such registration and qualification requirements ins available. I acknowledge that the Company has no obligation or current intention to register or qualify the Shares for resale. I further acknowledge that if an exemption from registration and qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and requirements relating to the Company which are outside of my control, and which the Company is under no obligation to and may not be able to satisfy. (d) I understand that there is no public market for the Shares, that no market may ever develop for them, and that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any shares acquired pursuant other federal, state or other governmental agency. (e) I understand that the Shares are subject to certain restrictions on transfer set forth in the Plan. Both the Plan and the Grant Agreement are incorporated herein by reference. (f) I understand that any Shares purchased hereunder shall be subject to the Stockholders’ Agreement of the Company dated as of December 8, 2005, as it may be amended from time to time (“Stockholders’ Agreement”), a copy of which has been provided to me, and that it is a condition to the exercise of this option under my Option that I execute the Securities Actattached signature page of the Stockholders’ Agreement, agreeing to be bound thereby. I have had a full and fair opportunity to review the Stockholders’ Agreement prior to exercising the Option. (vg) The Optionee agrees thatI understand that the certificate representing the Shares will be imprinted with the following legends: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, if AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT CONVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES, REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DEIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL AND A REPURCHASE RIGHT IN FAVOR OD THE COMPANY OR ITS ASSIGNEE AS SET FORTH IN THE COMPANY’S STOCK OPTION PLAN. SUCH RIGHT OF FIRST REFUSAL AND REPURCHASE RIGHT ARE BINDING ON TRANSFEREES OF THE SHARES REPRESENTED BY THIS CERTIFICATE. THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY ARE HELD SUBJECT OT THE TERMS, COVENANTS AND CONDITIONS OF A STOCKHOLDERS’ AGREEMENT DATED AS OF DECEMBER 8, 2005, AS SUCH AGREEMENT MAY BE AMENDED, BY AND AMONG THE STOCKHOLDERS OF CPF FINANCE, INC., AND MAY BOT BE TRANSFERRED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SAID AGREEMENT AND ALL AMENDMENTS THEREOF IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICES OF THIS COMPANY. (h) I have consulted my own tax advisors in connection with my exercise of this Option and I am not relying upon the Company offers for any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent tax advice. (j) I am presently an employee of the Company, offeror my employment has been terminated involuntarily or due to death or Disability (as defined in the Plan) within the past 30 days. Submitted by the Optionholder: Date: By: ______________________________________ Print Name: ______________________________________ Address: ______________________________________ _________________________________ _________________________________ Social Security No. ____________________ Received and Accepted by the Company: CPG Finance, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.Inc. By: ______________________________________ Print Name: ______________________________________ Title: ______________________________________

Representations. The Optionee Company hereby represents, warrants and covenants thatto TARPON as follows: a. There are One Hundred Million (i100,000,000) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives Common Stock of the Company such information authorized, of which Seventy-Four Million Eight Hundred Sixty-Eight Thousand One Hundred One (74,868,101) shares are issued and outstanding as is necessary of July 17, 2014; b. The shares of Common Stock to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired be issued pursuant to the exercise Order are duly authorized and, when issued, will be duly and validly issued, fully paid and non-assessable, free and clear of all liens, encumbrances and preemptive and similar rights to subscribe for or purchase securities; c. Upon Court approval of this option for an indefinite period. (iv) The Optionee understands that (A) Agreement and entry of the Order, the shares acquired pursuant to the exercise of this option will not be registered exempt from registration under the Securities Act and are "restricted securities" within issuable without any restrictive legend; d. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock at least equal in amount to the meaning number of Rule 144 shares that could be issued pursuant to the terms of the Order; e. If, at any time, it appears reasonably likely that there may be insufficient authorized shares to fully comply with the Order, the Company shall promptly increase its authorized shares to ensure its ability to timely comply with the Order; f. The execution of this Agreement and performance, by the parties, of their respective obligations pursuant to the Order (as memorialized herein), will not (1) conflict with, violate or cause a breach or default under any agreement(s) between the Securities Act; Company and any creditor (Bor any affiliate thereof) such shares canrespecting or concerning the accounts receivable comprising the Claims, or (2) require any waiver, consent, or other action of the Company or any creditor, or their respective affiliates, that has not be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) already been obtained; g. The Company hereby waives any provision in any eventagreement(s) respecting or concerning the accounts receivable comprising the Claims which may require or purport to require that payments be applied in a certain order, manner, or fashion, or providing for exclusive jurisdiction in any court other than this Court; h. The Company has all necessary power and authority to execute, deliver and perform all of its obligations under this Agreement; i. The execution, delivery and performance of this Agreement by the Company has been duly authorized by all requisite action on the part of the Company (including a majority of its independent directors), and this Agreement has been duly executed and delivered by the Company; j. The Company did not enter into any transaction(s) giving rise to the Claims in contemplation of any sale or distribution of the Company’s common stock or other securities; k. There has been no modification, compromise, forbearance, or waiver entered into or given by the Company to any Seller with respect to the Claims. There is no action based on the Claims currently pending against the Company in any court or other legal venue; nor has any judgment based upon the Claims been entered against the Company in the context of any legal proceeding; l. There are no taxes due, payable or withholdable as an exemption incident of Seller’s provision of goods and services, and no taxes will be due, payable or withholdable as a result of the settlement of the Claims, as provided for herein; m. [reserved] n. To the best of the Company’s knowledge, no Seller will utilize, directly or indirectly, any of the proceeds received from registration under Rule 144 TARPON in respect of the Claims as consideration for any investment to be made in the Company or otherwise under any affiliate of the Securities Act Company; o. The Company has not be available for at least two years and even then will not be available unless received any notice (oral or written) from the SEC or Principal Market regarding a public market then exists for halt, limitation or suspension of trading in the Common Stock; and, p. No Seller will receive, adequate information concerning the Company is then available to the publicdirectly or indirectly, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation consideration from, or current intention to register be compensated in any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Actmanner by, the Optionee will notCompany, without the prior written consent or any affiliate of the Company, offerin exchange for or in consideration of the sale of the Claims. q. The Company acknowledges that TARPON or its affiliates may, sellfrom time to time, contract hold outstanding securities of the Company, including securities which may be convertible in shares of the Company’s Common Stock at a floating conversion rate tied to sell or otherwise dispose ofthe current market price for the stock. The number of shares of Common Stock issuable pursuant to this Agreement may increase substantially in certain circumstances, directly or indirectly (including, but not necessarily limited to the circumstance wherein the trading price of the Common Stock declines. The Company’s executive officers and directors have studied and fully understand the nature of the transactions contemplated by this Agreement and recognize that they may have a "Disposition")potential dilutive effect. The Board of Directors of the Company has concluded in its good faith business judgment that such transaction is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Settlement Shares is binding upon the Company and enforceable regardless of the potential dilutive effect such issuance may have on the ownership interests of other shareholders of the Company. TARPON hereby represents, any shares purchased upon exercise warrants and covenants to Company as follows: a. It is the owner of the Claims and, subject to the Court's approval of the terms and conditions herein set forth, obligated to satisfy the Claims in their entirety; b. It is a limited liability company duly filed and in good standing under the laws of Connecticut; and, c. The execution, delivery and performance of this option for a period Agreement by TARPON has been duly authorized by all requisite action on the part of 90 days after the effective date of such registration statement. By making payment upon exercise of TARPON, and this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12Agreement has been duly executed and delivered by TARPON.

Representations. (a) Seller, the Company and each of the Subsidiaries is a limited partnership, corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and each has all necessary power and authority to own, lease and operate its properties and to carry on its business as currently being conducted. A true, correct and complete list of the organizational documents, as amended to date, of the Company and each of the Subsidiaries is set forth on Schedule 4.1(a) (the "Organizational Documents"), and true, correct and complete charts showing the capital structure of the Company and each of the Subsidiaries are set forth on Schedule 4.1(b). Seller has delivered to Purchaser a true, correct and complete copy of each Organizational Document, which copies are in either paper or electronic form. (i) The Optionee representsInterests have been duly authorized and validly issued and are fully paid and nonassessable, warrants are not subject to any preemptive or subscription rights and covenants thatwere not issued in violation of any preemptive or subscription rights. Except for the Interests held directly or indirectly by the Company, no Person holds any debt or equity interests, securities or other interests in the Company or any of the Subsidiaries, and there are no instruments or agreements to issue any of the foregoing to any Person. (ii) Except with respect to their ownership of the Properties, neither the Company nor any Subsidiary owns, directly or indirectly, any capital stock, membership interest, general or limited partnership interest or other interest in any Person that is not one of the Subsidiaries. (iii) Each owner of an Interest has or will have on the date of Closing good and valid title to 100% of the Interest so owned, free and clear of any Encumbrances (as defined herein) under the terms of this Agreement. (c) Seller has all necessary power and authority (i) to execute and deliver this Agreement and the other agreements, documents and instruments to be executed by Seller in connection with the transactions contemplated hereby (ii) to perform (or cause to be performed) its obligations hereunder and thereunder and (iii) to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each of the documents to be executed and delivered by Seller pursuant to this Agreement, will be on or prior to the Closing Date, duly authorized, executed and delivered by Seller, and, assuming the due execution of this Agreement by Purchaser, is and will be a legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles. (d) Subject to the completeness and accuracy of Purchaser's representations in this Agreement, the execution by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby (i) will not violate the provisions of any Organizational Document of Seller, the Company or any Subsidiary; (ii) will not violate any law, statute, ordinance, code, rule, regulation, order or decree (collectively, "Laws") of any foreign, federal, state or local governmental or regulatory body, agency, court or authority ("Governmental Authority") by which Seller, the Company or any Subsidiary is bound; and (iii) will not result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under any Lease or Debt Instrument (as defined herein) or result in the creation of any lien, encumbrance, restriction, security interest or claim of any kind and character ("Encumbrances") upon any of the Interests or the Properties. (e) With respect to each of the Properties: (i) Any shares purchased upon exercise There are no condemnation or eminent domain proceedings pending or, to the Knowledge of this option shall be acquired for the Optionee's account for investment onlySeller, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act.threatened; (ii) The Optionee has had such opportunity as he To the knowledge of Seller, other than lessees under the Leases, sublessees, licensees or she has deemed adequate to obtain from representatives occupants permitted under the Leases or other parties who are in possession of space within any of the Company such information as is necessary Properties to permit which they are entitled, there are no leases, subleases, licenses, concessions, or other agreements (including with respect to food services, parking and other concessions), written or oral, granting to any party or parties the Optionee to evaluate right of use or occupancy of any portion of the merits and risks of his or her investment in the Company.Properties; (iii) The Optionee is able to bear All net rent due under the economic risk of holding such shares acquired pursuant Leases prior to the exercise date hereof has been paid, and no payments of this option for an indefinite periodrent which under the terms of any Lease would be due and payable subsequent to the Closing Date have been prepaid. (iv) The Optionee understands To the Knowledge of Seller, it has not received, nor has the Company or any Subsidiary received, within the eight-month period prior to the date of this Agreement, written notice of the existence of Violations (as defined below) with respect to the Company, the Subsidiaries or the Properties. (f) There is no action, suit or proceeding at law or in equity pending or, to the Knowledge of Seller, overtly threatened in writing against the Company or any Subsidiary that (Ai) questions the validity or enforceability of this Agreement or the Leases or (ii) if determined adversely could reasonably be expected to materially adversely affect (x) the shares acquired pursuant ability of Seller to consummate the exercise transactions contemplated by this Agreement, (y) the use and operation of this option will not be registered under any of the Securities Act and are "restricted securities" within Properties or (z) the meaning rights of Rule 144 under any of the Securities Act; Subsidiaries to enforce the Leases. To the Knowledge of Seller, (Ba) such shares cannot be sold, transferred or otherwise disposed none of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning Subsidiaries nor the Company is then available to has been permanently or temporarily enjoined or barred by order, judgment or decree of or agreement with any Governmental Authority from engaging in or continuing any conduct or practice in connection with the publicProperties, and other terms and conditions of Rule 144 are complied with; and (Db) there is now no registration statement on file with outstanding order, judgment, ruling, injunction or decree requiring the Securities and Exchange Commission Company or any Subsidiary to take, or refrain from taking, action with respect to any stock of the Properties. (g) The Company and the Company has no obligation Subsidiaries do not have and have never had any employees or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Actemployee benefit plans. (vh) The Optionee agrees that, if Company engages in and has engaged in no business other than the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent ownership of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly Interests (a "Disposition"), any shares purchased upon exercise and ownership of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmedinterests in Affiliates that will, as of the date Closing Date, no longer be owned by the Company). PREFCO II Limited Partnership, PREFCO Nineteen Limited Partnership, PREFCO Fifteen Limited Partnership, PREFCO Onze LLC and Walters Connecticut Venture Trusts (the "Property Owners") engage a▇▇ ▇▇▇▇ engaged in no business other than the ownership of the Properties owned by such paymentProperty Owners. PREFCO II SPE Inc., PREFCO Dix-Neuf LLC, PREFCO Fifteen Holdings Limited Partnership, PREFCO Q▇▇▇ze LLC and PREFCO Fifteen GP LLC engage and have engaged in no business other than the ownership of the direct and indirect Interests in the Property Owners. (i) Except for the indebtedness evidenced by the Debt Instruments, neither the Company nor any of the Subsidiaries has any Liabilities. (j) To the Knowledge of Seller, neither Seller, the representations made Company nor any owner of a direct or indirect beneficial interest in this Section 12the Company has elected to classify the Company or any of the Subsidiaries (other than PREFCO II SPE Inc.) as associations taxable as corporations under Treas. Reg. 301.7701-3.

Representations. The Optionee represents, undersigned hereby represents and warrants and covenants thatto the Company as follows: (i) 1. Any shares purchased upon exercise purchase of this option shall the Securities would be acquired solely for the Optionee's account for investment only, of the undersigned and not for the account of any other person or with a view toto any resale, fractionalization, division, or for sale distribution thereof. 2. The information contained herein is complete and accurate and may be relied upon by the Company, and the undersigned will notify the Company immediately of any material change in connection withany of such information occurring prior to the closing, if any, with respect to the purchase of Securities by the undersigned or any distribution co-purchaser. 3. There are no suits, pending litigation, or claims against the undersigned that could materially affect the net worth of the shares undersigned as reported in violation this Questionnaire. 4. The undersigned acknowledges that there may occasionally be times when the Company, based on the advice of its counsel, determines that it must suspend the use of the Prospectus forming a part of the Registration Statement (as such terms are defined in the Agreement to which this Questionnaire is attached) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Securities and Exchange Commission or until the Company has amended or supplemented such Prospectus. The undersigned is aware that, in such event, the Securities will not be subject to ready liquidation, and that any Shares purchased by the undersigned would have to be held during such suspension. The overall commitment of the undersigned to investments which are not readily marketable is not excessive in view of the undersigned's net worth and financial circumstances, and any purchase of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) will not cause such commitment to become excessive. The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee undersigned is able to bear the economic risk of holding such shares acquired pursuant to an investment in the exercise of this option for an indefinite periodSecurities. (iv) 5. The Optionee understands that (A) undersigned has carefully considered the shares acquired pursuant potential risks relating to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and a purchase of the Company Securities, and fully understands that the Securities are speculative investments which involve a high degree of risk of loss of the undersigned's entire investment. Among others, the undersigned has no obligation or current intention to register any shares acquired pursuant to carefully considered each of the exercise of this option risks described under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of headings "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, offer2000 and the Company's Current Report on Form 10-Q filed on September 30, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 122001.

Representations. The Optionee Company hereby represents, warrants and covenants thatto CP US as follows: a. There are One Billion (i1,000,000,000) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives Common Stock of the Company such information as is necessary authorized, of which approximately One Hundred and Sixty Thousand (160,000) Shares of Common Stock are issued and oustanding; and approximately Nine Hundred Ninety Nine Million Eight Hundred Forty Thousand (999,840,000) Shares of Common Stock are available for issuance pursuant hereto; b. The shares of Common Stock to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired be issued pursuant to the exercise Order are duly authorized, and when issued will be duly and validly issued, fully paid and non-assessable, free hV°. and clear of this option all liens, encumbrances and preemptive and similar rights to subscribe for an indefinite period.or purchase securities; (iv) c. The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered exempt from registration under the Securities Act and issuable without any restrictive legend; d. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock at least equal to the greater of the number of shares that could be issued pursuant to the terms of the Order and that it shall reserve at its transfer agent, at a minimum, One Million (1,000,000) during the Valuation Period in order to ensure that it can properly carry out the terms of this agreement, which may only be released to Company once all of the settlement shares have been delivered pursuant to this agreement and Company's obligations are "restricted otherwise fully satisfied.; e. If at any time it appears reasonably likely that there may be insufficient authorized shares to fully comply with the Order, Company shall promptly increase its authorized shares to ensure its ability to timely comply with the Order; f. The execution of this Agreement and performance of the Order by Company and CP US will not (1) conflict with, violate or cause a breach or default under any agreements between Company and any creditor (or any affiliate thereof) related to the account receivables comprising the Claims, or (2) require any waiver, consent, or other action of the Company or any creditor, or their respective affiliates, that has not already been obtained; g. Without limitation, the Company hereby waives any provision in any agreement related to the account receivables comprising the Claims requiring payments to be applied in a certain order, manner, or fashion, or providing for exclusive jurisdiction in any court other than this Court; h. The Company has all necessary power and authority to execute, deliver and perform all of its obligations under this Agreement; i. The execution, delivery and performance of this Agreement by Company has been duly authorized by all requisite action on the part of Company and this Agreement has been duly executed and delivered by Company; j. Company did not enter into the transaction giving rise to the Claims in contemplation of any sale or distribution of Company's common stock or other securities" ; k. There has been no modification, compromise, forbearance, or waiver entered into or given with respect to the Claims. There is no action based on the Claims that is currently pending in any court or other legal venue, and no judgments based upon the Claims have been previously entered in any legal proceeding; 1. There are no taxes due, payable or withholdable as an incident of Seller's provision of goods and services, and no taxes will be due, payable or withholdable as a result of settlement of the Claims; m. Seller was not and within the meaning past ninety (90) days has not been directly or indirectly through one or more intermediaries in control, controlled by, or under common control with, the Company and is not an affiliate of the Company as defined in Rule 144 promulgated under the Securities Act; (B) such shares cannot be sold; n. To the best of the Company's knowledge, transferred Seller is not, directly or otherwise disposed indirectly, utilizing any of unless they are subsequently registered under the Securities Act proceeds received from CP US for selling the Claims to provide any consideration to or an exemption from registration is then available; (C) invest in any eventmanner in the Company or any affiliate of the Company; o. Company has not received any notice (oral or written) from the SEC or Principal Market regarding a halt, an exemption from registration under Rule 144 limitation or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for suspension of trading in the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act.and (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee p. Seller will not, without directly or indirectly, receive any consideration from or be compensated in any manner by, the prior written consent Company, or any affiliate of the Company, offer, sell, contract to sell in exchange for or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise in consideration of this option for a period of 90 days after selling the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as Claims; q. Company represents that none of the date services provided or to be provided which gave rise to the Claims were or are services related to promoting the Company's Securities or that may be considered relations services; r. Company represents that each Claim being purchased pursuant hereto is a bona-fide Claim against the Company and that the invoices or written contract(s)/promissory notes underlying each Claim are accurate representations of the nature of the debt and the amounts owed by the Company to Seller; s. Company acknowledges that CP US or its affiliates may from time to time, hold outstanding securities of the Company which may be convertible in shares of the Company's common stock at a floating conversion rate tied to the current market price for the stock. The number of shares of Common Stock issuable pursuant to this Agreement may increase substantially in certain circumstances, including, but not necessarily limited to the circumstance wherein the trading price of the Common Stock declines during the Valuation Period. The Company's executive officers and directors have studied and fully understand the nature of the transaction contemplated by this Agreement and recognize that they have a potential dilutive effect. The Company has concluded in its good faith business judgment that such payment, transaction is in the representations made best interests of the Company. The Company specifically acknowledges that its obligation to issue the Settlement Shares is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company. the Company has further given its consent for each conversion of shares of stock pursuant to this agreement and agrees and consents that same may occur below the par value of the Company's Common Stock. t. None of the transactions agreements or proceedings described above is party of a plan or scheme to evade the registration requirements of the Securities Act and ERF and CP US are acting and has acted in this Section 12an arms-length capacity.

Representations. The Optionee represents, undersigned hereby additionally represents and warrants and covenants that: (i) Any shares purchased upon exercise of this option shall be acquired The undersigned is purchasing for the Optionee's his/her/its own account for investment only, and not on behalf of any other person. EXHIBIT 10.2 - continued (ii) The undersigned will not sell or assign the Securities except in accordance with a view to, or for sale in connection with, any distribution of the shares in violation provisions of the Securities Act of 1933 (the "Securities Act")1933, as amended, or any rule or regulation pursuant to the registration Requirements under the Securities Act. (ii) The Optionee has had , or pursuant to an available exemption under the Act such opportunity as he or she has deemed adequate to obtain Rule 144, which requires a prior holding period of not less than one year from representatives date of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Companypurchase. (iii) The Optionee undersigned, in evaluating the merits and risks of this investment, has determined that this investment is suitable for the undersigned's participation, and the undersigned has received and reviewed all pertinent documents requested by the undersigned. (iv) Share certificates shall bear an appropriate restrictive legend that restricts the further sale or assignment of the Securities except in accordance with the foregoing provisions set forth above. (v) The undersigned is aware that there is no public market for the Company's Securities that the transfer of Securities is subject to certain restrictions according to law and that, as a consequence, it may not be possible for the undersigned to liquidate the Securities, which may have to be held indefinitely, which makes this offering an illiquid investment. (vi) The undersigned is able to bear the economic risk of holding the investment and has such shares acquired pursuant business or financial experience as to be capable of evaluating the exercise merits and risks of this option for an indefinite periodinvesting in the Company. (ivvii) The Optionee understands undersigned is aware that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) investment in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available involves certain material risks. (viii) The undersigned, in evaluating the merits and risks of an investment in the Securities, has been encouraged to seek the publicadvice of his or her own personal tax and legal counsel, and other terms has not relied upon any representations concerning this investment. (ix) The undersigned has had the opportunity to personally ask questions of and conditions of Rule 144 are complied with; receive answers from duly qualified agents and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock representatives of the Company and to verify the Company has no obligation or current intention to register any shares acquired pursuant to the exercise accuracy and completion of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of all material information about the Company, offerits business, sellofficers, contract to sell or otherwise dispose ofdirectors and founders, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after and the effective date of such registration statement. By making payment upon exercise of this option, terms and conditions under which the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12Securities are being acquired.

Representations. The Optionee Employee represents, warrants and covenants that: (i) Any shares Option Shares purchased upon exercise of this option shall be acquired for the Optionee's Employee’s account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares Option Shares in violation of the Securities Act of 1933 (the "“Securities Act"), ”) or any rule or regulation under the Securities Act. (ii) The Optionee Employee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee Employee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee Employee is able to bear the economic risk of holding such shares Option Shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee Employee understands that (A) the shares Option Shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "“restricted securities" ” within the meaning of Rule 144 under the Securities Act; (B) such shares Option Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act may not be available for at least two (2) years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, public and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares Option Shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee Employee agrees that, if the Company offers for the first time any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee Employee will not, without the prior written consent of the Company, publicly offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition")indirectly, any shares Option Shares purchased upon exercise of this option for a period of 90 days ninety (90) days, or such longer period as the Company may reasonably require, after the effective date of such registration statement. (vi) The Employee’s principal residence is at the address set forth below on the signature page. The Employee shall promptly notify the Company of any change in the Employee’s principal residence. By making payment upon any exercise of this option, in whole or in part, the Optionee Employee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1213.

Representations. The Optionee represents, undersigned hereby represents and warrants and covenants that: (a) The undersigned is the record holder and beneficial owner of the Company Shares represented by the Certificates and has sole power of disposition in respect of such Company Shares. (b) The Company Shares are not subject to any lien, mortgage, pledge, security interest, charge, option or other right to purchase, restriction on transfer or any other encumbrance whatsoever (other than restrictions imposed by securities laws applicable to securities generally). (c) The undersigned, if it is an entity, has all requisite power and authority or, if the undersigned is an individual, has capacity to enter into this Letter of Transmittal and to surrender the Company Shares. (d) The execution and delivery of this Letter of Transmittal and the surrender of the Company Shares by the undersigned will not conflict with (i) Any shares purchased upon exercise if the undersigned is an entity, any provision of this option shall be acquired for the Optionee's account for investment onlyorganizational documents of the undersigned, and not with (ii) any material contract to which the undersigned is a view toparty, or for sale in connection with(iii) to the undersigned’s knowledge, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act")judgment, or any order, decree, statute, law, ordinance, rule or regulation under applicable to the Securities Actundersigned or his, her or its properties or assets. (iie) The Optionee has had such opportunity as he There is no action, suit, claim or she has deemed adequate proceeding of any nature pending or, to obtain from representatives the knowledge of the undersigned, threatened in writing against undersigned, arising out of or relating to (i) the undersigned’s record or beneficial ownership of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. Shares, (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (Aii) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be soldundersigned in his, transferred her or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless its capacity as a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent stockholder of the Company, offer(iii) the transactions contemplated by the Merger Agreement, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), iv) any shares purchased upon exercise of this option for a period of 90 days after other agreement between the effective date of such registration statementundersigned and the Company. By making payment upon exercise of this option, To the Optionee shall be deemed to have reaffirmed, as knowledge of the date undersigned, there is no investigation or other proceeding pending or threatened in writing against the undersigned arising out of such paymentor relating to the matters noted in clauses (i) through (iv) of the preceding sentence by or before any governmental entity. The undersigned further represents that the undersigned has no lawsuits, claims, charges, or actions pending in the representations made in this Section 12undersigned’s name, or on behalf of any other person or entity, against the Released Parties (as defined below).

Representations. The Optionee represents, warrants and covenants that: (i) 11.1.1 Any shares purchased upon exercise of this option Option shall be acquired for the Optionee's account for investment only, only and not with a view to, or for sale in connection with, any distribution of the shares share in violation of the Securities Act of 1933 (the "Securities Act"), ) or any rule or regulation under the Securities Act. (ii) 11.1.2 The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) 11.1.3 The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option Option for an indefinite period. (iv) 11.1.4 The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will Option may not be registered under the Securities Act and are may be "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 144, or otherwise under the Securities Act may not be available for at least two years one year and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no currently a registration statement on file with the Securities and Exchange Commission with respect to any stock certain shares of Common Stock of the Company Company, and a registration statement with respect to shares exercisable under the Plan by Optionee only, but the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Option to keep current any existing registration or prospectus. Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent acknowledges receipt of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option current Prospectus for a period of 90 days after the effective date of such registration statementPlan. By making payment upon exercise of this optionOption, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 1211.

Representations. The Optionee represents, (a) Assignor represents and warrants and covenants to Assign that: (i) Any shares purchased upon exercise A true, correct and complete copy of the Lease, excluding Exhibit U thereto, but including all amendments, letter agreements, consents, and non-disturbance agreements are attached as "Exhibit A to this Assignment and there are no other agreements or understandings, oral or otherwise, that would be binding on Assignee after the Effective Date.' (ii) The Lease is in full force and effect and has not been modified or amended except as described above. (iii) Assignor has received no notices, written or oral, alleging any default by Assignor under the Lease, and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default by Assignor under the Lease. (iv) Assignor has given no notices, written or oral, alleging any default by the Landlord under the Lease; and no event has occurred which, with the passage of time or the giving of notice of both would constitute a default by the Landlord under the Lease. (v) There are no defaults by Assignor and to the best of Assignor's knowledge there are no defaults by Landlord under the Lease, and to the best of Assignor's knowledge, no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default by Assignor or Landlord under the Lease. (vi) There are no suits, claims, actions, litigation or governmental proceedings pending, or to the best of Assignor's knowledge threatened, against or relating to the Leased Premises or Assignor which would reasonably be expected to adversely affect Assignor's ability to effectuate the transaction contemplated hereby or Assignee's ability to obtain and have the benefit of Tenant's rights under the Lease. (vii) The execution and delivery of this option Assignment by Assignor has been duly authorized and once executed and delivered, this Assignment shall be acquired for binding against Assignor and shall be enforceable in accordance with its terms. (viii) No consent is required to authorize and permit the Optioneeassignment of the Tease to Assignee, (ix) The Leased Premises are comprised of the premises as set forth on Exhibit attached hereto and made a part hereof. (x) To the best of Assignor's account for investment onlyknowledge, and the Building systems, including but not with a view limited to, or for sale in connection withUPS systems, any distribution of the shares in violation of the Securities Act of 1933 generators, fuel tanks and HVAC systems (collectively, such systems are hereinafter referred to as the "Securities ActDedicated Systems"), at the Leased Premises are in good working order and condition. (xi) Assignor shall assign, to the extent possible pursuant to the terms of the same, all warranties and service contracts relating to the Leased Premises. (xii) The ▇▇▇ Documents referenced in the Lease and in Exhibit U to the Lease and the PILOT Agreement entered into in connection therewith, will not diminish Assignee's rights or increase Assignee's obligations, except to a de minimus extent, with respect to the Leased Premises or the Lease in any rule respect. (xiii) Except as indicated on Exhibit attached hereto, Assignor has no rights or regulation options to occupy space in the Building other than as set forth in the Lease. (xiv) The Landlord Estoppel Certificate attached hereto as s Exhibit G is true and correct. (xv) To the best of Assignor's knowledge, the fuel tank has been operated and maintained in compliance with all applicable laws. (xvi) Assignor shall not cause a default under the Securities Actlease assigned to Assignor by Sakura (with RESPECT to premises located on the 31th, 45th and 46th floors) that results in a termination of such lease. (b) Assignee represents and warrants to Assignor that (i) the execution and delivery of this Assignment by Assignee has been duly authorized and once executed and delivered, this Assignment shall be binding against Assignee and shall be enforceable in accordance with its terms. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives As of the Company such information as is necessary dare hereof. Assignee has no knowledge (without the opportunity to permit inspect base building systems outside the Optionee to evaluate the merits and risks Leased Premises) of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered any defaults by Assignor under the Securities Act and are "restricted securities" within the meaning Lease, nor of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred any defects or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission non-compliance issues with respect to any stock the Leased Premises. The representations and warranties of Assignor and Assignee under this Assignment shall be true and correct both on the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise date of this option under Assignment and on the Securities Act. (v) The Optionee agrees that, if Effective Date as though made by Assignor or Assignee respectively both on the Company offers any of its Common Stock for sale pursuant to a registration statement under date hereof and on each Effective Date and shall survive the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option Effective Date for a period of 90 days after three (3) years from the effective date of such registration statement. By making payment upon exercise of this optionlast Delivery Date, provided, however that representations or warranties above which are contained in the Optionee Landlord Estoppel Certificate shall be deemed to have reaffirmed, as of not survive beyond the date of the delivery by Landlord of such paymentLandlord Estoppel Certificate, pursuant to the representations made in this provisions of Section 1216(j) hereof.

Representations. The Optionee represents(A) I have been furnished and have carefully read the Company’s Business Plan attached as exhibits thereto, warrants and covenants including the Subscription Agreement. I am aware that: (i1) Any shares purchased There are substantial risks incident to the ownership of Preferred Shares in the Company, and such investment is speculative and involves a high degree of risk of loss by me of my entire investment in the Company; (2) No federal or state agency has passed upon exercise the Preferred Shares or made any finding or determination concerning the fairness of this option shall investment; (B) I acknowledge that I have been advised to consult my own attorney concerning the investment. (C) I acknowledge that the investment in the Company is an illiquid investment. In particular, I recognize that: (1) Due to restrictions described below, the lack of any market existing or to exist for these restricted Preferred Shares, in the event I should attempt to sell my shares in the Company, my investment will be acquired highly illiquid and, probably must be held indefinitely. (2) I must bear the economic risk of investment in the restricted Preferred Shares for an indefinite period of time, since the Preferred Shares have not been registered under the Securities Act of 1933, as amended. Therefore, the Preferred Shares cannot be offered, sold, transferred, pledged, or hypothecated to any person unless either they are subsequently registered under said Act or an exemption from such registration is available and the favorable opinion of counsel for the Optionee's account Company to that effect is obtained, which is not anticipated. (3) My right to transfer my Preferred Share(s) will also be restricted as provided in this Subscription Agreement. (D) I represent and warrant to the Company that: (1) I have carefully reviewed and understand the risks of, and other considerations relating to, a purchase of the restricted Preferred Shares, including the risks set forth in this Agreement. (2) I and my investment advisors, if any, have been furnished all materials relating to the Company and its proposed activities, the offering of Preferred Shares, or anything set forth in the Business Plan which they have requested and have been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any representations or information set forth in the Business Plan; (3) The Company has answered all inquiries that I and my investment advisors, if any, have put to it concerning the Company and its proposed activities and the offering and sale of the Preferred Share(s); (4) Neither I nor my investment advisors, if any, have been furnished any offering literature other than the Business Plan and SEC filings and the documents that may be attached as exhibits thereto and I and my investment advisors, if any, have relied only on the information contained in the Business Plan and such exhibits and the information furnished or made available to them by the Company; (5) I am acquiring the Preferred Share(s) for which I hereby subscribe for my own account, as principal, for investment only, purposes only and not with a view toto the resale or distribution of all or any part of such Preferred Shares, and that I have no present intention, agreement or arrangement to divide my participation with others or to resell, transfer or otherwise dispose of all or any part of the Preferred Share(s) subscribed for unless and until I determine, at some future date, that changed circumstances, not in contemplation at the time of this purchase, makes such disposition advisable; (6) I, the undersigned, if on behalf of a corporation, partnership, trust, or for sale other form of business entity, affirm that: it is authorized and otherwise duly qualified to purchase and hold Preferred Shares in connection with, the Company; recognize that the information under the caption as set forth in (a) above related to investments by an individual and does not address the federal income tax consequences of an investment by any distribution of the shares in violation aforementioned entities and have obtained such additional tax advice that I have deemed necessary; such entity has its principal place of business as set forth below; and such entity has not been formed for the Securities Act specific purpose of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment acquiring Preferred Shares in the Company. (iii7) The Optionee is able to bear the economic risk I have adequate means of holding such shares acquired pursuant to the exercise of providing for my current needs and personal contingencies and have no need for liquidity in this option for an indefinite period.investment; and (ivE) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be soldI hereby adopt, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the publicaccept, and other agree to be bound by all the terms and conditions of Rule 144 are complied with; this Agreement, and (D) there is now no registration statement on file with by all of the Securities terms and Exchange Commission with respect to any stock conditions of the Articles of Incorporation, and amendments thereto, and Escrow Agreement. Upon acceptance of this Subscription Agreement by the Company, I shall become a Shareholder of the Company for all purposes, and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Actrestricted Preferred Shares subscribed shall be issued. (vF) The Optionee agrees Subscription, upon acceptance by the Company, shall be binding upon the heirs, executors, administrators, successors, and assigns of mine. (G) I hereby represent and warrant that: (1) I have either a net worth (exclusive of home, home furnishings, and automobiles) of at least ten times the amount of the investment. If a corporation, it is on a consolidated basis according to its most recent financial statement, within the above standards, and if a partnership, each partner is within the above standards. (H) I further hereby represent that either: (1) I have such knowledge and experience in business and financial matters that I am capable of evaluating the Company and proposed activities thereof, the risks and merits of investment in the Preferred Shares and of making an informed investment decision thereon, and am not utilizing a purchaser representative in connection with evaluating such risks and merits; or (2) I and the persons listed in (3) below (not affiliated with the Company) together have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investment in the shares and make an informed decision Note: If (1) is correct, cross out (2). If (2) is appropriate (1) and, if (3) below, list, and indicate professional or business relationship to the undersigned relied upon, or with whom the undersigned consulted, in evaluating the merits and risks investment in the shares. If such person is serving as a Purchaser Representative of me, have such individual(s) complete a Purchaser Representative Affidavit obtained from the Company. (3) In evaluating the merits and risks of investment in the Preferred Shares, I have relied upon the advice of, or consulted with, only the following persons (not affiliated with the Company): i. (None)_____________________________________ ii. Name ___________________________________________ Relationship (I) I HAVE / HAVE NOT previously invested in private placement securities (such as stock, equipment leasing, mineral, oil and gas, or cattle feeding syndications). (CROSS OUT INCORRECT ANSWER.) (J) I further represent and warrant: (1) That I have not distributed the Offering to anyone other than my designated Purchaser Representative. (2) That I hereby agree to indemnify the Company offers and hold the Company harmless from and against any and all liability, damage, cost, or expense incurred on account of or arising out of: i. Any inaccuracy in my declarations, representations, and warranties hereinabove set forth; ii. The disposition of any of its Common Stock the Preferred Shares which I will receive, contrary to my foregoing declarations, representations, and warranties; and iii. Any action, suit or proceeding based upon (1) the claim that said declarations, representations, or warranties were inaccurate or misleading or otherwise cause for sale pursuant obtaining damages or redress from the Company; or (2) the disposition of any of the Preferred Shares or any part thereof. (K) This Agreement shall be construed in accordance with and governed by the laws of the State of Florida, except as to a registration statement under the Securities Act, manner in which the Optionee will not, without subscriber elects to take title to Preferred Shares of the prior written consent Company which shall be construed in accordance with the State of his principal residence. (L) Upon request of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (I shall provide a "Disposition"), any shares purchased upon exercise sworn and signed copy of this option for a period of 90 days after the effective date of such registration my current financial statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12.

Representations. The Optionee Company hereby represents, warrants and covenants thatto IBC as follows: a. There are Seven Hundred Fifty Million (i750,000,000) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives Common Stock of the Company such information as is necessary authorized, of which approximately One Hundred Eight Million Five Hundred Forty Nine Thousand Seven Hundred Forty Three (108,549,743) Shares of Common Stock are issued and outstanding; and approximately Six Hundred Forty One Million Four Hundred Fifty Thousand Two Hundred Fifty Seven (641,450,257) Shares of Common Stock are available for issuance pursuant hereto; b. The shares of Common Stock to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired be issued pursuant to the exercise Order are duly authorized, and when issued will be duly and validly issued, fully paid and non-assessable, free and clear of this option all liens, encumbrances and preemptive and similar rights to subscribe for an indefinite period.or purchase securities; (iv) c. The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered exempt from registration under the Securities Act and issuable without any restrictive legend; d. The Company shall reserve from its duly authorized capital stock a number of shares of Common Stock at least equal to the greater of the number of shares that could be issued pursuant to the terms of the Order and that Company shall reserve at its transfer agent, at a minimum, One Hundred Eighty five Million (185,000,000) shares during the Valuation Period in order to ensure that it can properly carry out the terms of this agreement, which may only be released to Company once all of the Settlement Shares and settlement fee shares have been delivered and converted pursuant to this agreement and Company’s obligations are "restricted otherwise fully satisfied or there has otherwise been a default pursuant to the terms of this agreement; e. If at any time it appears reasonably likely that there may be insufficient authorized shares to fully comply with the Order, Company shall promptly increase its authorized shares to ensure its ability to timely comply with the Order; f. The execution of this Agreement and performance of the Order by Company and IBC will not (1) conflict with, violate or cause a breach or default under any agreements between Company and any creditor (or any affiliate thereof) related to the account receivables comprising the Claims, or (2) require any waiver, consent, or other action of the Company or any creditor, or their respective affiliates, that has not already been obtained; g. Without limitation, the Company hereby waives any provision in any agreement related to the account receivables comprising the Claims requiring payments to be applied in a certain order, manner, or fashion, or providing for exclusive jurisdiction in any court other than this Court; h. The Company has all necessary power and authority to execute, deliver and perform all of its obligations under this Agreement; i. The execution, delivery and performance of this Agreement by Company has been duly authorized by all requisite action on the part of Company and its Board of Directors (including a majority of its independent directors), and this Agreement has been duly executed and delivered by Company; j. Company did not enter into the transaction giving rise to the Claims in contemplation of any sale or distribution of Company’s common stock or other securities" ; k. There has been no modification, compromise, forbearance, or waiver entered into or given with respect to the Claims. There is no action based on the Claims that is currently pending in any court or other legal venue, and no judgments based upon the Claims have been previously entered in any legal proceeding; l. There are no taxes due, payable or withholdable as an incident of Seller’s provision of goods and services, and no taxes will be due, payable or withholdable as a result of settlement of the Claims; m. Seller was not and within the meaning past ninety (90) days has not been directly or indirectly through one or more intermediaries in control, controlled by, or under common control with, the Company and is not an affiliate of the Company as defined in Rule 144 promulgated under the Securities Act; (B) such shares cannot be sold; n. To the best of the Company’s knowledge, transferred Seller is not, directly or otherwise disposed indirectly, utilizing any of unless they are subsequently registered under the Securities Act proceeds received from IBC for selling the Claims to provide any consideration to or an exemption from registration is then available; (C) invest in any eventmanner in the Company or any affiliate of the Company; o. Company has not received any notice (oral or written) from the SEC or Principal Market regarding a halt, an exemption from registration under Rule 144 limitation or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for suspension of trading in the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act.and (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee p. Seller will not, without directly or indirectly, receive any consideration from or be compensated in any manner by, the prior written consent Company, or any affiliate of the Company, offer, sell, contract to sell in exchange for or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise in consideration of this option for a period of 90 days after selling the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as Claims; q. Company represents that none of the date services provided or to be provided which gave rise to the Claims were or are services related to promoting the Company’s Securities or that may be considered investor relations services; r. Company represents that each Claim being purchased pursuant hereto is a bona-fide Claim against the Company and that the invoices or written contract(s)/promissory notes underlying each Claim are accurate representations of the nature of the debt and the amounts owed by the Company to Seller and that the goods or services which are the subject of the Claims being purchased have been received or rendered; s. Company acknowledges that IBC or its affiliates may from time to time, hold outstanding securities of the Company which may be convertible in shares of the Company’s common stock at a floating conversion rate tied to the current market price for the stock. The number of shares of Common Stock issuable pursuant to this Agreement may increase substantially in certain circumstances, including, but not necessarily limited to the circumstance wherein the trading price of the Common Stock declines during the Valuation Period. The Company’s executive officers and directors have studied and fully understand the nature of the transaction contemplated by this Agreement and recognize that they have a potential dilutive effect. The board of directors of the Company has concluded in its good faith business judgment that such payment, transaction is in the representations made best interests of the Company. The Company specifically acknowledges that its obligation to issue the Settlement Shares along with settlement fee shares is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company. The Board of Directors of the Company has further given its consent for each conversion of shares of stock pursuant to this agreement and agrees and consents that same may occur below the par value of the Company’s Common Stock if applicable. t. None of the transactions agreements or proceedings described above is party of a plan or scheme to evade the registration requirements of the Securities Act and PTOP and IBC are acting and has acted in this Section 12an arms length capacity.

Representations. The Optionee representsTo induce the Lenders and Administrative Agent to enter into this Amendment, each Credit Party hereby represents and warrants to the Lenders and covenants the Administrative Agent that: 1. Each of the Credit Parties and its Subsidiaries (ia) Any shares purchased upon exercise is duly organized, validly existing and in good standing (if applicable and provided that an English Credit Party shall not be required at any time to make such good standing representation and warranty) under the laws of its jurisdiction of organization, (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, and (c) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect; 2. The execution, delivery and performance of this option shall be acquired for Amendment has been duly authorized by all necessary action on the Optionee's account for investment onlypart of each Credit Party that is a party hereto; 3. After giving effect to this Amendment, the representations and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment warranties contained in the Company. (iii) The Optionee is able to bear Credit Agreement and in the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act other Credit Documents are true and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) correct in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years all material respects on and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (D) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register any shares acquired pursuant to the exercise of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant to a registration statement under the Securities Act, the Optionee will not, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date Fourth Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such paymentearlier date; 4. The Credit Parties have, at all times following May 4, 2020, complied with the representations made terms of that certain letter agreement, dated May 4, 2020, from G▇▇▇▇▇▇ S▇▇▇▇ Bank USA to the Company; all proceeds of the CARES Act Loans (as defined in such letter agreement) were applied in accordance with such letter agreement and all such loans have been forgiven; and 5. After giving effect to this Section 12Amendment, no Default or Event of Default exists under the Credit Agreement, nor will any occur immediately after the execution and delivery of this Agreement or by the performance or observance of any provision hereof.

Representations. The Optionee represents, A. Seller has previously granted to Buyer the right to inspect and make investigations in connection with the Property and shall continue to permit Buyer to make its independent inspection and investigation of the Property prior to the Closing Date. SELLER ENCOURAGES BUYER TO HAVE THE REAL PROPERTY CLOSELY INSPECTED. B. Seller represents and warrants and covenants that: to Buyer that (i) Any shares purchased upon exercise of this option shall be acquired for the Optionee's account for investment only, lots sold to Buyer in Phase I and not Phase IA conform to and have been constructed in accordance with a view to, or for sale in connection with, any distribution all zoning and subdivision requirements of the shares in violation City of Vancouver, the Securities Act of 1933 (the "Securities Act"), or any rule or regulation under the Securities Act. (ii) The Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company. (iii) The Optionee is able to bear the economic risk of holding such shares acquired pursuant to the exercise of this option for an indefinite period. (iv) The Optionee understands that (A) the shares acquired pursuant to the exercise of this option will not be registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (C) in any event, an exemption from registration under Rule 144 or otherwise under the Securities Act not be available for at least two years and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied withthe City's preliminary and final approvals of subdivision of such lots, and the survey and storm drainage conceptual plan dated May 2, 1994 performed by MacKay & ▇▇▇▇▇▇▇; (ii) subdivision improvements including roads, water, sanitary sewer, storm sewer, gas, electricity, CATV and telephone in Phases I and IA conform to the engineering plans and specifications approved by the City and the appropriate ADDENDUM TO THE PURCHASE AND SALE AGREEMENT BY AND BETWEEN ▇▇▇▇▇▇▇ HOMES, INC. AS BUYER AND COOP FAMILY LIMITED PARTNERSHIP AS SELLER utility company; and (Diii) there is now the preliminary plat for 90 lots in Phase II was approved in 1994 by the City; and (iv) sanitary sewer, storm sewer, water, electricity, and gas are available at a boundary of Phase II. C. Except as specifically set forth in this Agreement IN SECTION 4 AND SECTION 22B OF THIS ADDENDUM AND IN SECTION 7 OF THE PREPRINTED FORM AS MODIFIED BY THIS ADDENDUM AND EXCEPT FOR OBLIGATIONS OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT, no registration statement on file with warranties, guarantees or representations have been or are being made by Seller concerning the Securities boundaries and Exchange Commission with respect to any stock acreage of the Company property, any tests, inspections or examinations of the Property or its financial and operating records, any governmental permits or approvals obtained or to be obtained in connection with Buyer's use of the Company Property, the suitability of the Property for Buyer's intended use, the availability of utilities and services, the applicable zoning, subdivision, building, housing and other ordinances, restrictions, laws, and regulations affecting the Property, or other matters. Except as otherwise specifically set forth in this Agreement IN SECTION 4 AND SECTION 22B OF THIS ADDENDUM AND SECTION 7 OF THE PREPRINTED FORM AS MODIFIED BY THIS ADDENDUM, and except for obligations of Seller expressly set forth in this Agreement Buyer accepts the land, and improvements and all other aspects of the Property in their present condition, AS IS, without any representations or warranties by Seller, expressed or implied. In particular, but without limitation, Buyer has made its own independent analysis of the environmental condition of the Property, including matters relating to Hazardous Substances, and without warranty, guarantee or indemnity by Seller or ▇▇▇▇ ▇▇▇▇ ▇▇. or ▇▇▇▇▇▇ ▇▇▇▇, and no obligation or current intention to register any shares acquired pursuant to the exercise representation of this option under the Securities Act. (v) The Optionee agrees that, if the Company offers any of its Common Stock for sale pursuant them herein relating to a registration statement under the Securities Actsuch matters. NO AGENT, the Optionee will notINDEPENDENT CONTRACTOR, without the prior written consent of the Company, offer, sell, contract to sell or otherwise dispose of, directly or indirectly (a "Disposition"), any shares purchased upon exercise of this option for a period of 90 days after the effective date of such registration statement. By making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 12REAL ESTATE AGENT OR EMPLOYEE OF SELLER IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY CONCERNING THE REAL PROPERTY.