Initial Grant. On the date of the Director’s initial election to the Board (or, if such date is not a market trading day, the first market trading day thereafter), the Director will be granted the following equity award:

Initial Awards. Except as otherwise determined by the Board, each Non-Employee Director who is initially elected or appointed to the Board on any date (including the date of an Annual Meeting) shall be automatically granted, on the date of such Non-Employee Director’s initial election or appointment (such Non-Employee Director’s “Start Date”), an award of restricted stock units that have an aggregate fair value on such Non-Employee Director’s Start Date equal to $400,000 (as determined in accordance with ASC 718). The awards described in this Section 2(b) shall be referred to as “Initial Awards.” For the avoidance of doubt and notwithstanding anything set forth herein, # no Non-Employee Director shall be granted more than one Initial Award, and # in the event that a Non-Employee Director’s Start Date occurs on the date of an Annual Meeting, such Director shall receive an award of restricted stock units that have an aggregate fair value on such Non-Employee Director’s Start Date equal to $600,000 (as determined in accordance with ASC 718) (which is meant to represent the sum of an Initial Award and an Annual Award).

Initial Awards. Each Non-Employee Director who is initially elected or appointed to the Board after the Effective Date shall receive on the date of such initial election or appointment an option to purchase the lesser of # 122,527 shares of the Company’s common stock or # the largest whole number of shares of the Company’s common stock that results in such option having a Black-Scholes Value (as defined below) not exceeding $763,911. The awards described in this Section II(A) shall be referred to as “Initial Awards.” No Non-Employee Director shall be granted more than one Initial Award.

Initial Eligibility. The Committee, in its sole discretion, may permit the filing of an application later than the date specified in [Section 2.3(a)] above, in the case of a person who will become a Participant for the first time during such Plan Year, provided, however, that no application to participate shall be accepted after the 30th day following the date on which such person first meets all the eligibility requirements to participate in the Plan (including, for this purpose, all other plans of the Employer and all Affiliated Employers which would be required to be aggregated with the Plan under Treasury Regulations [section 1.409A-1(c)(2)])] (or any successor provision)) for such Plan Year (other than the filing of the application itself), and provided further that no such application shall result in the deferral of any Compensation for services performed prior to the date on which the application is submitted. The application shall become irrevocable at close of business on the day in which it is submitted. Notwithstanding anything in this Plan to the contrary, if a Participant first becomes eligible after January 10th of a Plan Year, such Participant shall not be permitted to defer any Performance Compensation earned in that Plan Year.

Initial Eligibility. An Eligible Employee shall enter the Plan as of the Entry Date coincident with or next following the date on which the Eligible Employee satisfies both the age and Service requirements. An Employee will be an Eligible Employee on or after the date that the Employee has both attained age 21 and completed an Eligibility Year. Notwithstanding the foregoing, an Employee who is an Eligible Employee on or prior to the Closing Date shall enter the Plan, retroactively, on the Effective Date.

For a […​…] day period after a notice is given, each Disputant must use all reasonable endeavours to resolve the Dispute and the CEO of each Disputant, or their designee, will meet within the first […​…] days of that period with that aim. Such resolution, if any, of a Dispute shall be final and binding on the parties. All negotiations pursuant to this clause 25 are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.

Initial Term. The Employer shall employ the Employee, and the Employee accepts employment with the Employer, upon the terms and conditions set forth in this Agreement. The initial term of this Agreement (the “Initial Term”) shall be for a period of five (5) years commencing on the date hereof, unless terminated earlier pursuant to Article 5 hereof; provided, however, that Employee’s obligations in Article 11 and Article 12 hereof shall continue in effect after such termination.

Initial Funding. Notwithstanding anything to the contrary in this Agreement, on the date hereof, [[Company:Organization]] and [[Investor:Organization]] hereby agree that [[Investor:Organization]] shall purchase 3,076,923 restricted common shares from [[Company:Organization]] on the date hereof at an effective priced of $0.65 per share (or $2,000,000 in the aggregate), with no registration rights.

Initial Shares. As used herein, “Initial Shares” means 38,052 shares of the Class, subject to adjustment from time to time in accordance with the provisions of this Warrant.

Initial Term. Unless terminated earlier under the provisions of this Agreement, this Agreement shall continue in force from the Effective Date to December 31, 2016 (the “Initial Term”).