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[NON-PLAN]
UPROAR LTD.
NOTICE OF GRANT OF SHARE OPTION
Notice is hereby given of the following option grant (the
"Option") to purchase Shares of Uproar Ltd. (the "Corporation"):
Optionee: ___________________________________________________
Grant Date: _________________________________________________
Vesting Commencement Date: _________________________________
Exercise Price: $___________________ per share
Number of Option Shares: ____________ Shares
Expiration Date: ____________________________________________
Type of Option: ________ Incentive Share Option
________ Non-Statutory Share Option
Date Exercisable: The Option shall become exercisable with
respect to (i) fifty percent (50%) of the Option Shares upon
Optionee's completion of two (2) years of Service measured
from the Vesting Commencement Date and (ii) the balance of the
Option Shares in a series of twelve (12) successive equal
monthly installments upon Optionee's completion of each
additional month of Service over the twelve (12) month period
measured from the second anniversary of the Vesting
Commencement Date. In no event shall any additional Option
Shares vest after Optionee's cessation of Service.
Optionee understands and agrees that the Option is granted
subject to and in accordance with the terms of the Share Option Agreement
attached hereto as Exhibit A. Optionee understands that any Option Shares
purchased under the Option shall be subject to the terms set forth in the Share
Purchase Agreement attached hereto as Exhibit B.
RIGHTS OF FIRST REFUSAL. OPTIONEE HEREBY AGREES THAT ALL
OPTION SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO
CERTAIN RIGHTS OF FIRST REFUSAL EXERCISABLE BY THE CORPORATION AND ITS ASSIGNS.
THE TERMS OF SUCH RIGHTS ARE SPECIFIED IN THE ATTACHED SHARE PURCHASE AGREEMENT.
No Employment or Service Contract. Nothing in this Notice or
in the attached Share Option Agreement shall confer upon Optionee any right to
continue in Service for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Corporation (or any Parent or
Subsidiary employing or retaining Optionee) or of Optionee, which rights are
hereby expressly reserved by each, to terminate Optionee's Service at any time
for any reason, with or without cause.
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Definitions. All capitalized terms in this Notice shall
have the meaning assigned to them in this Notice or in the attached Share
Option Agreement.
DATED: __________________, 199_
UPROAR LTD.
By: __________________________________
Title: __________________________________
_________________________________________
OPTIONEE
Address: ________________________________
_________________________________________
ATTACHMENTS
Exhibit A - Share Option Agreement
Exhibit B - Share Purchase Agreement
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