Option Agreement. Each Option granted under this Plan shall be evidenced by an Award Agreement with the Company, which shall contain the terms and provisions set forth herein and shall otherwise be consistent with the provisions of the Plan.

Option Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the term of the Option, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

"Parties" means, collectively, the Vendor, the Purchaser and the Corporation, and "Party" means any one of them; and where there is a reference to only two Parties, the Vendor and the Corporation shall be treated as one Party and the Purchaser as the other Party;

Option Agreement. Each Option grant shall be evidenced by an Agreement that shall specify the type of Option granted, the Option Price (as hereinafter defined), the duration of the Option, the number of Shares to which the Option pertains, any conditions imposed upon the exercisability of Options, and such other provisions as the Committee shall determine, provided, however, that, except for Options granted to Non-Employee Directors as part of a retainer, including annual or other grants made pursuant to a director compensation policy or arrangement, if the exercisability of an Option is subject solely to time-based conditions, the length of such period of time shall not be less than one year, subject to applicable provisions regarding accelerated vesting. The Agreement shall specify whether the Option is intended to be an Incentive Stock Option or Nonqualified Stock Option, provided, however, that if an Option is intended to be an Incentive Stock Option but fails to be such for any reason, it shall continue in full force and effect as a Nonqualified Stock Option. No Option may be exercised after the expiration of its term or, except as set forth in the Participant's stock option Agreement, after the termination of the Participant's employment or service. The Committee shall set forth in the Participant's Agreement when, and under what circumstances, an Option may be exercised after termination of the Participant's employment or period of service; provided that no Incentive Stock Option may be exercised after # three months from the Participant's termination of employment with the Company for reasons other than Disability or death, or # one year from the Participant's termination of employment on account of Disability or death. The Committee may, in its sole discretion, amend a previously granted Incentive Stock Option to provide for more liberal exercise provisions, provided, however, that if the Incentive Stock Option as amended no longer meets the requirements of Code Section 422, and, as a result the Option no longer qualifies for favorable federal income tax treatment under Code Section 422, the amendment shall not become effective without the written consent of the Participant.

Upon the grant of an Option to an Optionee, the Company and the Optionee will enter into an Option Agreement setting out the number of Optioned Shares subject to the Option, the Option Period and, if applicable, the vesting schedule for the Option, and incorporating the terms and conditions of the Plan and any other requirements of regulatory authorities and stock exchanges having jurisdiction over the securities of the Company, together with such other terms and conditions as the Committee may determine in accordance with the Plan.

Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a Stock Option Agreement. The Stock Option Agreement shall specify whether the Option is an ISO or an NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. Options may be granted in consideration of a reduction in the Participant’s other compensation.

A written agreement shall be entered into between the Corporation and each Optionee to whom a Stock Option has been granted under this Plan, which such agreement shall set out the number of Common Shares under option, the Exercise Price, the Vesting Dates, the Expiry Date and such other terms as the Directors determine to be necessary or desirable, all of which shall be in accordance with the provisions of this Plan (the "Stock Option Agreement"). The Stock Option Agreement will be in such form as the Directors may from time to time approve and may be executed and delivered for and on behalf of the Corporation by any one of the Chief Executive Officer or Chief Financial Officer of the Corporation or such other officer or director of the Corporation as the Directors may authorize.

Effective as of the Time of Closing, the Option Agreement shall be terminated, and, notwithstanding any provision of the Option Agreement to the contrary, neither the Purchaser nor any of the Vendor or the Corporation, nor any of their respective Affiliates, shall have any further liability or obligation under the Option Agreement; provided, however, that for the avoidance of doubt, termination of the Option Agreement shall not affect the right of the Vendor to the 5,000,000 (pre-consolidation) shares of common stock of the Purchaser pursuant to the Purchaser’s exercise of the First Option (as defined in the Option Agreement). Effective as of Closing, each of the Purchaser, the Vendor and the Corporation, for itself and its Affiliates, releases all rights, claims, actions and causes of action it may have against the other or others under or arising out of the Option Agreement, known or unknown, now or hereafter arising, except with respect to the above-mentioned 5,000,000 (pre-consolidation) shares of common stock of the Purchaser s. Until such time as the Option Agreement is terminated pursuant to this [Section 2.11], it shall remain in full force and effect in accordance with its terms.

Option Term. No Outside Director Stock Option shall be exercisable more than ten years after the date that the Outside Director Stock Option is granted.

Purchase Option. Provided that: (a) (i) no Event of Default shall have occurred and be continuing, and # Lessee has not defaulted in its rights pursuant to [Section 1 or 2] of this Exhibit C, then commencing on the first day of the tenth (10th) anniversary of the Effective Date and ending three (3) months thereafter, or (b) (i) Lessee has exercised the applicable Extension Option pursuant to the terms and provisions of this Lease, # no Event of Default shall have occurred and be continuing, and # Lessee has not defaulted in its rights pursuant to: # the purchase option in [clause (a) of this Section 3], or # [Section 1 or 2] of this Exhibit C, then during the period commencing on the first day of each extension term and ending three (3) months thereafter (each of [(a) or (b)], an “Option Period”), Lessee shall have the option to purchase Lessor’s Interest from Lessor at a price equal to the greater of: # fair market value (as determined by an appraisal conducted by an MAI designated appraiser mutually chosen by Lessor and Lessee, which appraisal shall assume the highest and best use of the Property and not just the Permitted Use) and # for the three (3) month period following the tenth (10th) anniversary of the Effective Date, one hundred twenty percent (120%), # during the first Extension Option one hundred thirty-five percent (135%), during the second Extension Option one hundred forty percent (140%), during the third Extension Option one hundred fifty percent (150%), and during the fourth Extension Option one hundred sixty percent (160%) of Lessor’s total investment in the Property (i.e., the sum of: # the original purchase price paid by the then lessor under this Lease, # any subsequent fundings advanced by Lessor to Lessee related to the Property, and # Lessee’s closing costs (the “Project Purchase Price”). Lessee shall exercise its rights hereunder by giving written notice to Lessor prior to the expiration of the Option Period (“Option Exercise Notice”). If Lessee delivers to Lessor an Option Exercise Notice, then Lessor and Lessee shall negotiate in good faith to enter into a purchase and sale agreement pursuant to which Lessor and Lessee shall consummate the purchase and sale of the Property on the date that is ninety (90) days after receipt by Lessor of the Option Exercise Notice for the Project Purchase Price, free and clear of all liens, pledges, security interests and other encumbrances (other than the Permitted Exceptions), and otherwise on the customary terms and conditions as are reasonably acceptable to Lessor and Lessee. Lessee shall be responsible for paying all costs in connection with the purchase and transfer of the Property, including, but not limited to, transfer costs and taxes, expenses of Lessor’s attorney fees, and any prepayment costs, penalties, or premiums, including, without limitation, all costs with respect to any defeasance (including the purchase of any securities) of any loan on the property, Lessor incurs to prepay any loan on the property in excess of the outstanding principal balance of the Lessor’s loan, if any. In the event that Lessee defaults in its obligation to close on the acquisition of the Property pursuant to this [Section 3] of this Exhibit C from Lessor if and when required to do so under this [Section 3] of this Exhibit C, Lessor, in addition to any other rights or remedies available at law or in equity, shall have the right to recover Lessor’s reasonable legal fees and other out of pocket expenses actually incurred in connection therewith. Additionally, if Lessee defaults in its obligation to purchase Lessor’s Interest if and when required to do so under this [Section 3] of this Exhibit C, then Lessee shall have no further rights and Lessor shall have no further obligations under this [Section 3] of this Exhibit C. Notwithstanding anything to the contrary, Lessee’s rights hereunder as to the Lessor’s Interest shall terminate and be null and void and of no further force and effect if this Lease terminates or upon Lessee’s purchase of Lessor’s Interest. In any such event, Lessee shall execute a quitclaim deed and/or such other documents as Lessor shall reasonably request evidencing the termination of Lessee’s right hereunder.