Form of Stock Option Agreement-Canada Stand Alone Stock Option Agreement -Canada



 Exhibit 4.16 
 INCODE TELECOM GROUP, INC. 
 2001 STOCK OPTION PLAN 
 STOCK OPTION AGREEMENT—CANADA 
 Unless otherwise defined herein, the terms defined in this Stock Option Agreement shall have the same meanings as defined in the 2001 Stock Option Plan (the “Plan”) of inCode Telecom Group, Inc. (the “Company”).

  

	I.	NOTICE OF STOCK OPTION GRANT 

 «First_Name» «Last_Name» 
 «Address» 
 «City», «State» «Zip» 
 «Country» 
 The undersigned Optionee has been granted an Option to purchase Common Stock
of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows: 
  

			
	Date of Grant:	  	 «Grant_Date»

		
	Vesting Commencement Date:	  	 «Vesting_Date»

		
	Exercise price per Share:	  	 USD $«Price»

		
	Total Number of Shares Granted:	  	 «Shares»

		
	Total Exercise Price:	  	 USD $«Total_Price»

		
	Type of Option:	  	  ̈        Incentive Stock Option

		
		  	  ̈        Nonstatutory Stock Option

		
	Term/Expiration Date:	  	 «Exp_Date»


 Vesting Schedule: 
 This Option shall be exercisable, in whole or in part, according to the following vesting schedule: 
 [One fifth ( 1/5th) of the Shares subject to the Option
shall vest twelve (12) months after the Vesting Commencement Date, and an additional one sixtieth ( 1/60th) of the Shares subject to the Option shall vest each month thereafter on the same day of the
month as the Vesting Commencement Date, subject to Optionee continuing to be a Service Provider on such dates.] 
 For purposes
of the vesting of this Option, Optionee shall not be deemed to continue as an active Service Provider as of and following the date that is designated by the Company as the last day of Optionee’s status as a Service Provider or the last day of
Optionee’s actual employment with the Company, as applicable; provided, however, that in the case of Optionee’s voluntary resignation, such date shall not be earlier than the date notice of such resignation is given by Optionee. The date
on which Optionee is deemed to no longer be an active Service Provider specifically does not mean the expiration of the date of any period of reasonable notice that the Company may be required by Applicable Law (that is, the law governing the
Service Provider relationship between the Subsidiary and the Optionee) to provide to the Optionee. 







 Notwithstanding the foregoing and anything contrary in the Plan, to the extent the successor corporation
in a merger or Change in Control refuses to assume or substitute for this Option, then the Optionee shall fully vest in and have the right to exercise this Option as to all of the Optioned Stock, including Shares as to which it would not otherwise
be vested or exercisable. If this Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or Change in Control, the Administrator shall notify the Optionee in writing or electronically that this
Option shall be fully exercisable for a period of time determined by the Administrator, and this Option shall terminate upon the expiration of such period. 
 Termination Period: 
 This Option shall be exercisable for three (3) months after Optionee ceases
to be an active a Service Provider. Upon Optionee’s death or Disability, this Option may be exercised for one (1) year after Optionee ceases to be a Service Provider. In no event may Optionee exercise this Option after the Term/Expiration
Date as provided above. 
 For purposes of determining the post-termination exercise period of this Option, Optionee shall not be deemed to
continue as an active Service Provider as of and following the date that is designated by the Company as the last day of Optionee’s status as a Service Provider or the last day of Optionee’s actual employment with the Company, as
applicable; provided, however, that in the case of Optionee’s voluntary resignation, such date shall not be earlier than the date notice of such resignation is given by Optionee. 
 The date on which Optionee is deemed to no longer be an active Service Provider specifically does not mean the expiration of the date of any period of
reasonable notice (or compensation in lieu thereof) that the Company may be required by Applicable Law (that is, the law governing the Service Provider relationship between the Subsidiary and the Optionee) to provide to the Optionee expires.

  

	II.	AGREEMENT 

 1. Grant of Option. The
Plan Administrator of the Company hereby grants to the Optionee named in the Notice of Grant (the “Optionee”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Grant, at the exercise price per
Share set forth in the Notice of Grant (the “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 14(c) of the Plan, in the event of a conflict
between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail. 
 If designated
in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of
Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“NSO”). 
 2. Exercise of Option.

 (a) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the
Notice of Grant and with the applicable provisions of the Plan and this Option Agreement. 
 (b) Method of Exercise. This Option shall
be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being
exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised
upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price. 
  

 2 








 No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise
comply with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. 
 3. Optionee’s Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation
Statement in the form attached hereto as Exhibit B. 
 4. Lock-Up Period. Optionee hereby agrees that Optionee shall not
offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common
Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company
held by Optionee (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed two hundred fifteen (215) days following the
effective date of any registration statement of the Company filed under the Securities Act. 
 Optionee agrees to execute and deliver such
other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the
underwriters of Common Stock (or other securities) of the Company, Optionee shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any
public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section shall not apply to a registration relating solely to employee benefit plans on Form
S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose
stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. Optionee agrees that any transferee of the Option or
shares acquired pursuant to the Option shall be bound by this Section. 
 5. Method of Payment. Payment of the aggregate Exercise
Price shall be by any of the following, or a combination thereof, at the election of the Optionee: 
 (a) cash or check; 
 (b) consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or 
 (c) surrender of other Shares which, (i) in the case of Shares acquired from the Company, either directly or indirectly, have been owned by the
Optionee for more than six (6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares. 
 6. Restrictions on Exercise. This Option may not be exercised until such time as the Plan has been approved by the shareholders of the Company, or
if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law. 
 7. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by
Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 
 8. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term, only in accordance with the Plan and the terms of this Option.

  

 3 








 9. Tax Obligations. 
 (a) Withholding. Optionee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining the Optionee as a Service Provider) for the satisfaction of all Federal,
Provincial, local and foreign income and employment tax withholding requirements as well as social security charges applicable to the vesting of the Option, the exercise of the Option or the disposition of any Shares acquired upon exercise. In this
regard, Optionee authorizes the Company (and/or the Parent or Subsidiary employing or retaining the Optionee as a Service Provider) to withhold all applicable taxes legally payable by Optionee from the Optionee’s wages or other cash
compensation paid to Optionee by the Company (and/or the Parent or Subsidiary employing or retaining the Optionee as a Service Provider) or from proceeds from the sale of Shares acquired upon exercise of the Option in an amount sufficient to cover
such tax obligations. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. 
 (b) Tax Consultation. Optionee understands that he or she may suffer adverse tax consequences as a result of Optionee’s purchase or
disposition of the Shares. Optionee represents that he or she will consult with any tax advisors Optionee deems appropriate in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company (and/or the
Parent or Subsidiary employing or retaining the Optionee as a Service Provider) for any tax advice. 
 10. Acknowledgements.

 (a) Optionee acknowledges that the Company is (and the Parent or Subsidiary employing or retaining the Optionee as a Service Provider are)
relying on the representations and acknowledgements of the Optionee in granting the Option to the Optionee. 
 (b) Optionee acknowledges
receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their
entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of
the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. 
 (c) The Company (and not Subsidiary employing or retaining the Optionee as a Service Provider) is granting the Option. The Company will administer the
Plan from outside Optionee’s country of residence and that United States of America law will govern all Options granted under the Plan. 
 (d) The benefits and rights provided under the Plan are wholly discretionary and, although provided by the Company, do not constitute regular or periodic payments. The benefits and rights provided under the Plan are not to be considered
part of Optionee’s salary or compensation for purposes of calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any
other payments, benefits or rights of any kind. Optionee waives any and all rights to compensation or damages as a result of the termination of the Service Provider relationship with the Company or the Subsidiary for any reason whatsoever insofar as
those rights result or may result from: 
 (1) the loss or diminution in value of such rights under the Plan, or 
 (2) Optionee ceases to have any rights under, or ceases to be entitled to any rights under the Plan as a result of such termination. 
 (e) The grant of the Option, and any future grant of Options under the Plan is entirely voluntary, and at the complete discretion of the Company. Neither
the grant of the Option nor any future grant of an Option by the Company will be deemed to create any obligation to grant any further Options, whether or not such a reservation is explicitly stated at the time of such a grant. The Company has the
right, at any time to amend, suspend or terminate the Plan. 
  

 4 








 (f) The Plan will not be deemed to constitute, and will not be construed by Optionee to constitute, part
of the terms and conditions of employment, and that the Company will not incur any liability of any kind to Optionee as a result of any change or amendment, or any cancellation, of the Plan at any time. 
 (g) Participation in the Plan will not be deemed to constitute, and will not be deemed by Optionee to constitute, an employment or labor relationship of
any kind with the Company. 
 11. Privacy. By entering into this Option Agreement, and as a condition of the grant of the Option,
Optionee consents to the collection, use, and transfer of personal data as described in this subsection to the full extent permitted by and in full compliance with Applicable Law. 
 (a) Optionee understands that the Company and its Subsidiaries hold certain personal information about the Optionee, including, but not limited to, name,
home address and telephone number, date of birth, social insurance number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Options or other entitlement to Shares awarded, canceled, exercised, vested,
unvested, or outstanding in Optionee’s favor, for the purpose of managing and administering the Plan (“Data”). 
 (b) Optionee
further understands that the Company and/or its Subsidiaries will transfer Data among themselves as necessary for the purposes of implementation, administration, and management of Optionee’s participation in the Plan, and that the Company
and/or its Subsidiary may each further transfer Data to any third parties assisting the Company in the implementation, administration, and management of the Plan (“Data Recipients”). 
 (c) Optionee understands that these Data Recipients may be located in Optionee’s country of residence or elsewhere, such as the United States.
Optionee authorizes the Data Recipients to receive, possess, use, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing Optionee’s participation in the Plan, including any transfer
of such Data, as may be required for the administration of the Plan and/or the subsequent holding of Shares on Optionee’s behalf, to a broker or third party with whom the Shares acquired on exercise may be deposited. 
 (d) Optionee understands that Optionee may, at any time, review the Data, request that any necessary amendments be made to it, or withdraw
Optionee’s consent herein in writing by contacting the Company. Optionee further understands that withdrawing consent may affect Optionee’s ability to participate in the Plan. 
 12. Choice of Language. The parties hereto agree that this agreement be drafted in this English language. Les parties à la présente
conviennent que cette entente soit rédigée dans la langue anglaise. 
 13. Entire Agreement. The Plan is incorporated
herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. 
 14. Governing Law. This Agreement is governed by the internal substantive laws but not the choice of law rules of the State of California, one of the United States of America. 
 15. No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS
EARNED ONLY BY CONTINUING AS AN ACTIVE SERVICE PROVIDER OF THE PARENT OR SUBSIDIARY EMPLOYING OR 

  

 5 








 
RETAINING THE OPTIONEE AS A SERVICE PROVIDER AT THE WILL OF THE PARENT OR SUBSIDIARY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR
ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A
SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE PARENT’S OR SUBSIDIARY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY
TIME, WITH OR WITHOUT CAUSE. 
  

 6 








 Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the
terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Option and filly understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this
Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. 
  

					
	 OPTIONEE
	 		 	INCODE TELECOM GROUP, INC.
			
	  
	 		 	  

	 Signature
	 		 	By
			
	 «First_Name» «Last_Name»
	 		 	  

	Print Name	 		 	Title
			
	 «Address»
	 		 	
			
	 «City», «State» «Zip» «Country»
	 		 	
	 Residence Address
	 		 	

  

 7 








 EXHIBIT A 
 2001 STOCK OPTION PLAN 
 EXERCISE NOTICE 
 inCode Telecom Group, Inc. 
 9645 Scranton Rd Suite 110 
 San Diego, CA 92121 
 Attention: Secretary 
 1. Exercise of Option. Effective as of today,
                    ,         , the undersigned (“Optionee”) hereby elects to
exercise Optionee’s option to purchase shares of the Common Stock (the “Shares”) of inCode Telecom Group, Inc. (the “Company”) under and pursuant to the 2001 Stock Option Plan (the “Plan”) and the Stock Option
Agreement dated «Grant_Date » (the “Option Agreement”). 
 2. Delivery of Payment. Optionee herewith delivers to
the Company the full purchase price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option. 
 3. Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees
to abide by and be bound by their terms and conditions. 
 4. Reliance by the Company. Optionee acknowledges that the Company is
relying on the representations and acknowledgements of the Optionee in granting the Option to the Optionee. 
 5. Rights as
Shareholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder
shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares shall be issued to the Optionee as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment shall
be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section 12 of the Plan. 
 6. Company’s Right of First Refusal. Before any Shares held by Optionee or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or
operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section (the “Right of First Refusal”). 
 (a) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating:
(i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each
Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its
assignee(s). 
 (b) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the
Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in
accordance with subsection (c) below. 
 (c) Purchase Price. The purchase price (“Purchase Price”) for the Shares
purchased by the Company or its assignee(s) under this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of
Directors of the Company in good faith. 
 (d) Payment. Payment of the Purchase Price shall be made, at the option of the Company or
its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within thirty
(30) days after receipt of the Notice or in the manner and at the times set forth in the Notice. 







 (e) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred
to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price,
provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in
writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice
shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 
 (f) Exception for Certain Family Transfers. Anything to the contrary contained in this Section notwithstanding, the transfer of any or all of
the Shares during the Optionee’s lifetime or on the Optionee’s death by will or intestacy to the Optionee’s immediate family or a trust for the benefit of the Optionee’s immediate family shall be exempt from the provisions of
this Section. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject
to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section. 
 (g) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control
in which the successor corporation has equity securities that are publicly traded. 
 7. Tax Consultation. Optionee understands that
Optionee may suffer adverse tax consequences as a result of Optionee’s purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for any tax advice. 
 8. Restrictive Legends and Stop-Transfer
Orders. 
 (a) Legends. Optionee understands and agrees that the Company shall cause the legends set forth below or legends
substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: 
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE
THEREWITH. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY
THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST
REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER INCLUDING A MARKET STAND-OFF AGREEMENT BETWEEN THE CORPORATION AND THE ORIGINAL 

  

 2 








 
SHAREHOLDER THAT PROHIBITS SALE OR TRANSFER OF SUCH SHARES FOR A PERIOD OF UP TO 215 DAYS FOLLOWING THE DATE OF THE FINAL PROSPECTUS FOR THE INITIAL PUBLIC
OFFERING OF THE ISSUER’S COMMON STOCK. THIS AGREEMENT IS BINDING UPON TRANSFEREES. A COPY OF THE AGREEMENT IS ON FILE WITH THE SECRETARY OF THE ISSUER. 
 (b) Stop-Transfer Notices. Optionee agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer
agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. 
 (c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat
as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. 
 9. Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns
of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice shall be binding upon Optionee and his or her heirs, executors, administrators, successors and assigns. 
 10. Interpretation. Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Optionee or by the Company forthwith to
the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all parties. 
 11. Governing Law; Severability. This Exercise Notice is governed by the internal substantive laws but not the choice of law rules of the State of
California, one of the United States of America. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Option Agreement will continue in full force and effect.

 12. Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the
Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee
with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. 
  

					
	 Submitted by:
	  		 	Accepted by:
			
	OPTIONEE	  		 	INCODE TELECOM GROUP, INC.
			
	  
	  		 	  

	 Signature
	  		 	By
			
	 «First_Name» «Last_Name»
	  		 	  

	Print Name	  		 	Title
			
	Address:	  		 	Address:
			
	 «Address»
	  		 	  

			
	 «City», «State» «Zip» «Country»
	  		 	  

	Residence Address	  		 	
			
		  		 	
 Date Received


  

 3 








 EXHIBIT B 
 INVESTMENT REPRESENTATION STATEMENT 
  

			
	 OPTIONEE:
	    	«FIRST_NAME» «LAST_NAME»
		
	 COMPANY:
	    	INCODE TELECOM GROUP, INC.
		
	 SECURITY:
	    	COMMON STOCK
		
	 AMOUNT:
	    	
		
	 DATE:
	    	

 In connection with the purchase of the above-listed Securities, the undersigned Optionee
represents to the Company the following: 
 (a) Optionee 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 Securities. Optionee is acquiring these Securities for investment for Optionee’s own account only and not with a view to, or for
resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 
 (b) Optionee acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific
exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee’s investment intent as expressed herein. In this connection, Optionee understands that, in the view of the Securities and Exchange
Commission, the statutory basis for such exemption may be unavailable if Optionee’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a
deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future. Optionee further understands that the Securities must be held indefinitely unless they
are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Securities. Optionee understands that the
certificate evidencing the Securities will be imprinted with any legend required under applicable state securities laws. 
 (c) Optionee is
familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof,
in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt from registration under the
Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off
agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including: (1) the resale being made through a broker in an unsolicited
“broker’s transaction” or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934), and, in the case of an affiliate, (2) the availability of certain public information
about the Company, (3) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable. 
 In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain
limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date the Securities were sold by an affiliate of
the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in
sections (1), (2), (3) and (4) of the paragraph immediately above. 







 (d) Optionee further understands that in the event all of the applicable requirements of Rule 701 or
144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the
Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in
establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be
given that any such other registration exemption will be available in such event. 
  

			
	Signature of Optionee:
	
	  

	«First_Name» «Last_Name»
		
	Date:	 	                ,         


  

 2 








 INCODE TELECOM GROUP, INC. 
 STAND-ALONE STOCK OPTION AGREEMENT—CANADA 
  

	I.	NOTICE OF STOCK OPTION GRANT 

 «First_Name» «Last_Name» 
 «Address» 
 «City», «State» «Zip» 
 «Country» 
 You have been granted a Nonstatutory Stock Option to purchase Common Stock of
the Company, subject to the terms and conditions of this Agreement, as follows: 
  

			
		
	Date of Grant:	  	 «Grant_Date»

		
	Vesting Commencement Date:	  	 «Vesting_Date»

		
	Exercise Price per Share:	  	 USD$«Price»

		
	Total Number of Shares Granted:	  	 «Shares»

		
	Total Exercise Price:	  	 USD$«Total_Price»

		
	Term/Expiration Date:	  	 «Exp_Date»


 Vesting Schedule: 
 This Option shall vest and may be exercised, in whole or in part, in accordance with the following schedule: 
 [One twelfth ( 1/12th) of the Shares subject to the Option
shall vest one (1) month after the Vesting Commencement Date, and an additional one twelfth ( 1/12th) of the Shares subject to the Option shall vest each month thereafter on the same day of the
month as the Vesting Commencement Date, subject to Optionee continuing to be a Service Provider on such dates.] 
 For purposes
of the vesting of this Option, Optionee shall not be deemed to continue as an active Service Provider as of and following the date that is designated by the Company as the last day of Optionee’s status as a Service Provider or the last day of
Optionee’s actual employment with the Company, as applicable; provided, however, that in the case of Optionee’s voluntary resignation, such date shall not be earlier than the date notice of such resignation is given by Optionee. The date
on which Optionee is deemed to no longer be an active Service Provider specifically does not mean the expiration of the date of any period of reasonable notice that the Company may be required by Applicable Law (that is, the law governing the
Service Provider relationship between the Subsidiary and the Optionee) to provide to the Optionee. 
 Notwithstanding the foregoing, to the
extent the successor corporation in a merger or Change in Control refuses to assume or substitute for this Option, then the Optionee shall fully vest in and have the right to exercise this Option as to all of the Optioned Stock, including Shares as
to which it would not otherwise be vested or exercisable. If this Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or Change in Control, the Company shall notify the Optionee in writing or
electronically that this Option shall be fully exercisable for a period of time determined by the Board, and this Option shall terminate upon the expiration of such period. 
  

 3 








 Termination Period: 
 This Option will be exercisable for three (3) months after Optionee ceases to be an active Service Provider to the extent it has vested as of such date (in accordance with Section 8 of this Agreement);
provided, however, that if Optionee ceases to be a Service Provider as the result of his or her death or Disability, this Option may be exercised for one (1) year after Optionee ceases to be a Service Provider to the extent it has vested as of
such date (in accordance with Sections 9 and 10 of this Agreement). In no event may Optionee exercise this Option after the Term/Expiration date as provided above. 
 For purposes of determining the post-termination exercise period of this Option, Optionee shall not be deemed to continue as an active Service Provider as of and following the date that is designated by the Company as
the last day of Optionee’s status as a Service Provider or the last day of Optionee’s actual employment with the Company, as applicable; provided, however, that in the case of Optionee’s voluntary resignation, such date shall not be
earlier than the date notice of such resignation is given by Optionee. 
 The date on which Optionee is deemed to no longer be an active
Service Provider specifically does not mean the expiration of the date of any period of reasonable notice (or compensation in lieu thereof) that the Company may be required by applicable Law (that is, the law governing the Service Provider
relationship between the Subsidiary and the Optionee) to provide to the Optionee expires. 
  

	II.	AGREEMENT 

 1. Definitions. As used
herein, the following definitions shall apply: 
 (a) “Agreement” means this stock option agreement between the Company and
Optionee evidencing the terms and conditions of this Option. 
 (b) “Applicable Laws” means the requirements relating to the
administration of stock options under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or
jurisdiction that may apply to this Option. 
 (c) “Board” means the Board of Directors of the Company or any committee of
the Board that has been designated by the Board to administer this Agreement. 
 (d) “Change in Control” means the
occurrence of any of the following events: 
 (1) Any “person” (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by
the Company’s then outstanding voting securities; or 
 (2) The consummation of the sale or disposition by the Company of all or
substantially all of the Company’s assets; or 
 (3) The consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities
of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

 (e) “Code” means the Internal Revenue Code of 1986, as amended. 
 (f) “Common Stock” means the common stock of the Company. 
 (g) “Company” means inCode Telecom Group, Inc., a Delaware corporation. 
  

 4 








 (h) “Consultant” means any person, including an advisor, engaged by the Company or a
Parent or Subsidiary to render services to such entity. 
 (i) “Director” means a member of the Board. 
 (j) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code. 
 (k) “Employee” means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company.
An individual shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor.
Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company. 
 (l) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 (m)
“Fair Market Value” means, as of any date, the value of Common Stock determined as follows: 
 (1) If the Common Stock is
listed on any established stock exchange or a national market system, including without limitation The Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such
stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the day of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable; 
 (2) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the
mean between the high bid and low asked prices for the Common Stock on the day of determination; or 
 (3) in the absence of an established
market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board. 
 (n) “Nonstatutory Stock
Option” means an Option not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. 
 (o) “Notice of Grant” means a written notice, in Part I of this Agreement, evidencing certain the terms and conditions of this Option
grant. The Notice of Grant is part of the Option Agreement. 
 (p) “Option” means this stock option. 
 (q) “Optioned Stock” means the Common Stock subject to this Option. 
 (r) “Optionee” means the person named in the Notice of Grant or such person’s successor. 
 (s) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the
Code. 
 (t) “Service Provider” means an Employee, Director or Consultant. 
 (u) “Share” means a share of the Common Stock, as adjusted in accordance with Section 11 of this Agreement. 
 (v) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in
Section 424(f) of the Code. 
  

 5 








 2. Grant of Option. The Board hereby grants to the Optionee named in the Notice of Grant attached
as Part I of this Agreement the Option to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the “Exercise Price”), subject to the terms and conditions
of this Agreement. 
 3. Exercise of Option. 
 (a) Right to Exercise. This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of this Agreement. 
 (b) Method of Exercise. This Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit A (the
“Exercise Notice”), which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be
required by the Company. The Exercise Notice shall be completed by the Optionee and delivered to the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any required
withholding taxes. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price and applicable withholding taxes. 
 (c) Legal Compliance. No Shares shall be issued pursuant to the exercise of this Option unless such issuance and exercise complies with Applicable
Laws. Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Exercised Shares. 
 4. Optionee’s Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended, at the time
this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as
Exhibit B. 
 5. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a
combination thereof, at the election of the Optionee: 
 (a) cash or check; 
 (b) consideration received by the Company under a cashless exercise program implemented by the Company; or 
 (c) if permitted by the Board, surrender of other Shares, provided Shares acquired directly or indirectly from the Company, (i) have been owned by
the Optionee and not subject to substantial risk of forfeiture for more than six (6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares.

 6. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent
or distribution and may be exercised during the lifetime of Optionee only by the Optionee. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 
 7. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in
accordance with the terms of this Agreement. 
 8. Termination of Relationship as a Service Provider. If the Optionee ceases to be a
Service Provider (other than for death or Disability), this Option may be exercised for a period of three (3) months after the date of such termination (but in no event later than the expiration date of this Option as set forth in the Notice of
Grant) to the extent that the Option is vested on the date of such termination. To the extent that the Optionee does not exercise this Option within the time specified herein, the Option shall terminate. 
  

 6 








 9. Disability of Optionee. If the Optionee ceases to be a Service Provider as a result of the
Optionee’s Disability, this Option may be exercised for a period of twelve (12) months after the date of such termination (but in no event later than the expiration date of this. Option as set forth in the Notice of Grant) to the extent
that the Option is vested on the date of such termination. To the extent that Optionee does not exercise this Option within the time specified herein, the Option shall terminate. 
 10. Death of Optionee. If the Optionee dies while a Service Provider, the Option may be exercised at any time within twelve (12) months
following the date of death (but in no event later than the expiration date of this Option as set forth in the Notice of Grant), by the Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance,
but only to the extent that the Optionee was entitled to exercise the Option at the date of death. If, after death, the Optionee’s estate or a person who acquired the right to exercise the Option by bequest or inheritance does not exercise the
Option within the time specified herein, the Option shall terminate. 
 11. Adjustments, Dissolution, Merger or Asset Sale.

 (a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or
other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate
structure of the Company affecting the Shares occurs, the Board, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under this Option, may (in its sole discretion) adjust the number,
class, and price of Shares covered by the Option. 
 (b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Board shall notify Optionee as soon as practicable prior to the effective date of such proposed transaction. The Board in its discretion may provide for the Optionee to have the right to exercise his or her Option
until such period of time as the Board may determine prior to such transaction as to all of the Optioned Stock covered thereby, including Shares as to which the Option would not otherwise be exercisable. To the extent it has not been previously
exercised, the Option will terminate immediately prior to the consummation of such proposed. 
 (c) Merger or Change in Control. In
the event of a merger of the Company with or into another corporation, or a Change in Control, this Option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In
the event that the successor corporation refuses to assume or substitute for this Option, the Optionee shall fully vest in and have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which it would not otherwise
be vested or exercisable. If the Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or Change in Control, the Board shall notify the Optionee in writing or electronically that the Option shall
be fully exercisable for a period of time determined by the Board, and the Option shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following the merger or Change in
Control, the Option confers the right to purchase or receive, for each Share of Optioned Stock subject to this Option immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property)
received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by .the holders of a
majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Board may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the
per share consideration received by holders of Stock in the merger or Change in Control. 
 12. Lock-Up Period. Optionee hereby agrees
that Optionee shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or
indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other
securities) of the Company held by Optionee (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed two hundred fifteen
(215) days following the effective date of a registration statement of the Company filed under the Securities Act. 
  

 7 








 Optionee agrees to execute and deliver such other agreements as may be reasonably requested by the
Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the
Company, Optionee shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant
to a registration statement filed under the Securities Act. The obligations described in this Section shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated
in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common
Stock (or other securities) subject to the foregoing restriction until the end of said two hundred fifteen (215) day period. Optionee agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this
Section. 
 13. Notices. Any notice to be given to the Company hereunder shall be in writing and shall be addressed to the Company at
its then current principal executive office or to such other address as the Company may hereafter designate to the Optionee by notice as provided in this Section. Any notice to be given to the Optionee hereunder shall be addressed to the Optionee at
the address set forth beneath his signature hereto, or at such other address as the Optionee may hereafter designate to the Company by notice as provided herein. A notice shall be deemed to have been duly given when personally delivered or mailed by
registered or certified mail to the party entitled to receive it. 
 14. Tax Obligations. 
 (a) Withholding. Optionee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining the Optionee
as a Service Provider) for the satisfaction of all Federal, Provincial, local and foreign income and employment tax withholding requirements as well as social security charges applicable to the vesting of the Option, the exercise of the Option or
the disposition of any Shares acquired upon exercise. In this regard, Optionee authorizes the Company (and/or the Parent or Subsidiary employing or retaining the Optionee as a Service Provider) to withhold all applicable taxes legally payable by
Optionee from the Optionee’s wages or other cash compensation paid to Optionee by the Company (and/or the Parent or Subsidiary employing or retaining the Optionee as a Service Provider) or from proceeds from the sale of Shares acquired upon
exercise of the Option in an amount sufficient to cover such tax obligations. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time
of exercise. 
 (b) Tax Consultation. Optionee understands that he or she may suffer adverse tax consequences as a result of
Optionee’s purchase or disposition of the Shares. Optionee represents that he or she will consult with any tax advisors Optionee deems appropriate in connection with the purchase or disposition of the Shares and that Optionee is not relying on
the Company (and/or the Parent or Subsidiary employing or retaining the Optionee as a Service Provider) for any tax advice. 
 15.
Acknowledgements. 
 (a) Optionee acknowledges that the Company is (and the Parent or Subsidiary employing or retaining the Optionee as
a Service Provider are) relying on the representations and acknowledgements of the Optionee in granting the Option to the Optionee. 
 (b)
Optionee acknowledges receipt of a copy of this Option Agreement and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has
reviewed this Option Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board upon any questions arising under this Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below. 
  

 8 








 (c) The Company (and not Subsidiary employing or retaining the Optionee as a Service Provider) is
granting the Option. The Company will administer this Option Agreement from outside Optionee’s country of residence and that United States of America law will govern this Option Agreement. 
 (d) The benefits and rights provided under this Option Agreement are wholly discretionary and, although provided by the Company, do not constitute
regular or periodic payments. The benefits and rights provided under this Option Agreement are not to be considered part of Optionee’s salary or compensation for purposes of calculating any severance, resignation, redundancy or other end of
service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits or rights of any kind. Optionee waives any and all rights to compensation or damages as a result of the
termination of the Service Provider relationship with the Company or the Subsidiary for any reason whatsoever insofar as those rights result or may result from: 
 (1) the loss or diminution in value of such rights under this Option Agreement, or 
 (2) Optionee ceases to
have any rights under, or ceases to be entitled to any rights under this Option Agreement as a result of such termination. 
 (e) The grant
of the Option, and any future grant of an Option, is entirely voluntary, and at the complete discretion of the Company. Neither the grant of the Option nor any future grant of an Option by the Company will be deemed to create any obligation to grant
any further Options, whether or not such a reservation is explicitly stated at the time of such a grant. 
 (f) This Option Agreement will
not be deemed to constitute, and will not be construed by Optionee to constitute, part of the terms and conditions of employment. 
 16.
Privacy. By entering into this Option Agreement, and as a condition of the grant of the Option, Optionee consents to the collection, use, and transfer of personal data as described in this subsection to the full extent permitted by and
in full compliance with Applicable Law. 
 (a) Optionee understands that the Company and its Subsidiaries hold certain personal information
about the Optionee, including, but not limited to, name, home address and telephone number, date of birth, social insurance number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Options or other
entitlement to Shares awarded, canceled, exercised, vested, unvested, or outstanding in Optionee’s favor, for the purpose of managing and administering this Option Agreement (“Data”). 
 (b) Optionee further understands that the Company and/or its Subsidiaries will transfer Data among themselves as necessary for the purposes of
implementation, administration, and management of Optionee’s Option Agreement, and that the Company and/or its Subsidiary may each further transfer Data to any third parties assisting the Company in the implementation, administration, and
management of the Option Agreement (“Data Recipients”). 
 (c) Optionee understands that these Data Recipients may be located in
Optionee’s country of residence or elsewhere, such as the United States. Optionee authorizes the Data Recipients to receive, possess, use, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering,
and managing Optionee’s Option Agreement, including any transfer of such Data, as may be required for the administration of the Option Agreement and/or the subsequent holding of Shares on Optionee’s behalf, to a broker or third party with
whom the Shares acquired on exercise may be deposited. 
 (d) Optionee understands that Optionee may, at any time, review the Data, request
that any necessary amendments be made to it, or withdraw Optionee’s consent herein in writing by contacting the Company. Optionee further understands that withdrawing consent may affect Optionee’s ability to hold this Option Agreement.

  

 9 








 (e) Optionee understands and acknowledges that the Company is relying on Optionee’s representations
and acknowledgements under this Section 16 in granting this Option. 
 17. Choice of Language. The parties hereto agree that this
agreement be drafted in this English language. Les parties à la présente conviennent que cette entente soit rédigée dans la langue anglaise. 
 18. Entire Agreement. This Option Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the
Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. 
 19. Governing Law. This Agreement is governed by the internal substantive laws but not the choice of law rules of the State of California, one of
the United States of America. 
 20. No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES
PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN ACTIVE SERVICE PROVIDER OF THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING THE OPTIONEE AS A SERVICE PROVIDER AT THE WILL OF THE PARENT OR SUBSIDIARY (AND NOT THROUGH THE ACT
OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR
IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE’S RIGHT OR THE PARENT’S OR SUBSIDIARY’S RIGHT TO TERMINATE OPTIONEE’S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 
  

 10 








 By Optionee’s signature and the signature of the Company’s representative below, Optionee and
the Company agree that this Option is granted under and governed by the terms and conditions of this Agreement. Optionee has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this
Agreement and fully understands all of this Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions relating to this Agreement. Optionee further agrees to notify
the Company upon any change in the residence address indicated below. 
  

					
	 OPTIONEE
	  		 	INCODE TELECOM GROUP, INC.
			
	  
	  		 	  

	 Signature
	  		 	By
			
	 «First_Name» «Last_Name»
	  		 	  

	Print Name	  		 	Title
			
	 «Address»
	  		 	
	Residence Address	  		 	
			
	 «City», «State» «Zip»
	  		 	
			
	 «Country»
	  		 	

  

 11 








 EXHIBIT A 
 INCODE TELECOM GROUP, INC. 
 EXERCISE NOTICE 
 inCode Telecom Group, Inc. 
 9645 Scranton Rd Suite 
 110 San Diego, CA 92121 
 Attention: Secretary 
 1. Exercise of Option. Effective as of today,
                , 200  , the undersigned (“Purchaser”) hereby elects to purchase
                                 shares (the “Shares”) of the Common
Stock of inCode Telecom Group, Inc. (the “Company”) under and pursuant to the Stock Option Agreement dated «Grant_Date » (the “Option Agreement”). The purchase price for the Shares shall be
$                    , as required by the Option Agreement. 
 2. Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in connection with the
exercise of the Option. 
 3. Representations of Purchaser. Purchaser acknowledges that Purchaser has received, read and understood
the Option Agreement and agrees to abide by and be bound by its terms and conditions. Purchaser acknowledges that the Company is relying on the representations and acknowledgements of the Purchaser in granting the Option. 
 4. Rights as Shareholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares so acquired shall be issued to the
Optionee as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in Section 11 of the Option Agreement.

 5. Company’s Right of First Refusal. Before any Shares held by Optionee or any transferee (either being sometimes referred to
herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth
in this Section (the “Right of First Refusal”). 
 (a) Notice of Proposed Transfer. The Holder of the Shares shall deliver
to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed
Transferee”); (iii) the number of shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes-to transfer the Shares (the “Offered Price”), and
the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s). 
 (b) Exercise of Right of First Refusal.
At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one
or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below. 
 (c) Purchase
Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash
equivalent value of the non-cash consideration shall be determined by the Board in good faith. 







 (d) Payment. Payment of the Purchase Price shall be made, at the option of the Company or its
assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within 30 days after
receipt of the Notice or in the manner and at the times set forth in the Notice. 
 (e) Holder’s Right to Transfer. If all of the
Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed
Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable
securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to
the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

 (f) Exception for Certain Family Transfers. Anything to the contrary contained in this Section notwithstanding, the transfer
of any or all of the Shares during the Optionee’s lifetime or on the Optionee’s death by will or intestacy to the Optionee’s immediate family or a trust for the benefit of the Optionee’s immediate family shall be exempt from the
provisions of this Section. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so
transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section. 
 (g) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) first sale of Common Stock of the Company to the general public, or
(ii) a Change in Control in which the successor corporation has equity securities that are publicly traded. 
 6. Tax
Consultation. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser
deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice. 
 7. Restrictive Legends and Stop-Transfer Orders. 
 (a) Legends. Optionee understands and agrees that the Company shall
cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal
securities laws: 
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY
NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION IS IN COMPLIANCE THEREWITH. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A
RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER
RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO RESTRICTIONS ON TRANSFER FOR A PERIOD NOT TO EXCEED 215 DAYS FOLLOWING THE 

  

 2 








 
EFFECTIVE DATE OF UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER WITHOUT THE
CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER. 
 (b) Stop-Transfer Notices. Optionee agrees that, in order to ensure compliance
with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same
effect in its own records. 
 (c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares
that have been sold or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom
such Shares shall have been so transferred. 
 8. Successors and Assigns. The Company may assign any of its rights under this Exercise
Notice to single or multiple assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice shall be binding upon Optionee
and his or her heirs, executors, administrators, successors and assigns. 
 9. Interpretation. Any dispute regarding the
interpretation of this Exercise Notice shall be submitted by Optionee or by the Company forthwith to the Board which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Board shall be final and binding on
all parties. 
 10. Entire Agreement; Governing Law. The Option Agreement is incorporated herein by reference. This Agreement, and the
Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof,
and may not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company and Purchaser. This agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of
California, one of the United States of America. 
  

							
	 Submitted by:
	 		 	Accepted by:
			
	 OPTIONEE
	 		 	INCODE TELECOM GROUP, INC.
			
	  
	 		 	  

	 Signature
	 		 	
			
	 «First_Name» «Last_Name»
	 		 	  

	Print Name	 		 	 Title

			
	 «Address»
	 		 	  

	Address	 		 	Address
			
	 «City», «State» «Zip»
	 		 	  

			
	 «Country»
	 		 	  

				
		 		 	Date Received:	 	  


  

 3 








 EXHIBIT B 
 INVESTMENT REPRESENTATION STATEMENT 
  

							
	 OPTIONEE:
	    	«FIRST_NAME» «LAST_NAME»	    		    	
				
	 COMPANY:
	    	INCODE TELECOM GROUP, INC.	    		    	
				
	 SECURITY:
	    	COMMON STOCK	    		    	
				
	 AMOUNT:
	    	  
	    		    	
				
	 DATE:
	    	  
	    		    	

 In connection with the purchase of the above-listed Securities, the undersigned Optionee
represents to the Company the following: 
 (a) Optionee 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 Securities. Optionee is acquiring these Securities for investment for Optionee’s own account only and not with a view to, or for
resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 
 (b) Optionee acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific
exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee’s investment intent as expressed herein. In this connection, Optionee understands that, in the view of the Securities and Exchange
Commission, the statutory basis for such exemption may be unavailable if Optionee’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a
deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future. Optionee further understands that the Securities must be held indefinitely unless they
are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Securities. Optionee understands that the
certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company, and any other
legend required under applicable state securities laws. 
 (c) Optionee is familiar with the provisions of Rule 701 and Rule 144,
each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of
certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt from registration under the Securities Act. In the
event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may
require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including: (1) the resale being made through a broker in an unsolicited “broker’s
transaction” or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information about
the Company, (3) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable. 
 In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the 








 
Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one
year after the later of the date the Securities were sold by the Company or the date the Securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or
by a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of the paragraph immediately above. 
 (d) Optionee further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the
Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its
opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is
available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any such other registration exemption will
be available in such event. 
  

			
	 Signature of Optionee:

	
	  

		
	 Date:
	 	  



  

 2 








 INCODE TELECOM GROUP, INC. 
 2001 STOCK OPTION PLAN 
 STOCK OPTION AGREEMENT—INTERNATIONAL

 Unless otherwise defined herein, the terms defined in the 2001 Stock Option Plan shall have the same defined meanings in this Stock
Option Agreement. 
  

	I.	NOTICE OF STOCK OPTION GRANT 

 «First_Name» «Last_Name» 
 «Address» 
 «City», «State» «Zip» 
 «Country» 
 The undersigned Optionee has been granted an Option to purchase Common Stock
of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows: 
  

					
	 Date of Grant:
	 		 	 «Grant_Date»

			
	 Vesting Commencement Date:
	 		 	 «Vesting_Date»

			
	 Exercise Price per Share:
	 		 	 USD $«Price»

			
	 Total Number of Shares Granted:
	 		 	 «Shares»

			
	 Total Exercise Price:
	 		 	 USD $«Total_Price»

			
	 Type of Option:
	 		 	  ̈        Incentive Stock Option

			
		 		 	  ̈        Nonstatutory Stock Option

			
	 Term/Expiration Date:
	 		 	 «Exp_Date»


 Vesting Schedule: 
 This Option shall be exercisable, in whole or in part, according to the following vesting schedule: 
 [One fifth ( 1/5th) of the Shares subject to the Option
shall vest twelve (12) months after the Vesting Commencement Date, and an additional one sixtieth ( 1/60th) of the Shares subject to the Option shall vest each month thereafter on the same day of the
month as the Vesting Commencement Date, subject to Optionee continuing to be a Service Provider on such dates.] 
 Notwithstanding the foregoing and anything contrary in the Plan, to the extent the successor corporation in a merger or Change in Control refuses to assume or substitute for this Option, then the Optionee shall fully vest in and have the
right to exercise this Option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If this Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a
merger or Change in Control, the Administrator shall notify the Optionee in writing or electronically that this Option shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and this Option shall terminate
upon the expiration of such period. 







 Termination Period: 
 This Option shall be exercisable for three (3) months after Optionee ceases to be a Service Provider. Upon Optionee’s death or Disability, this Option may be exercised for one (1) year after Optionee
ceases to be a Service Provider. In no event may Optionee exercise this Option after the Term/Expiration Date as provided above. 
  

	II.	AGREEMENT 

 1. Grant of Option. The
Plan Administrator of the Company hereby grants to the Optionee named in the Notice of Grant (the “Optionee”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Grant, at the exercise price per
Share set forth in the Notice of Grant (the “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 14(c) of the Plan, in the event of a conflict between
the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail. 
 If designated in the
Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code
Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“NSO”). 
 2. Exercise of Option.

 (a) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the
Notice of Grant and with the applicable provisions of the Plan and this Option Agreement. 
 (b) Method of Exercise. This Option shall
be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being
exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised
upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price. 
 No Shares shall be issued
pursuant to the exercise of an Option unless such issuance and such exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option
is exercised with respect to such Shares. 
 3. Optionee’s Representations. In the event the Shares have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”), at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the
Company his or her Investment Representation Statement in the form attached hereto as Exhibit B. 
 4. Lock-Up Period. Optionee
hereby agrees that Optionee shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or
other securities) of the Company held by Optionee (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed two hundred fifteen
(215) days following the effective date of any registration statement of the Company filed under the Securities Act. 
 Optionee agrees
to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or
the representative of the underwriters of Common Stock (or other securities) of the Company, Optionee shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection
with the completion of any public offering of 

  

 2 








 
the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section shall not apply
to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may
be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period.
Optionee agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section. 
 5. Method
of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee: 
 (a) cash or check; 
 (b) consideration received by the Company under a formal cashless exercise program adopted by the Company in
connection with the Plan; or 
 (c) surrender of other Shares which, (i) in the case of Shares acquired from the Company, either
directly or indirectly, have been owned by the Optionee for more than six months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares. 
 6. Restrictions on Exercise. This Option may not be exercised until such time as the Plan has been approved by the shareholders of the Company, or
if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law. 
 7. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by
Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 
 8. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option.

 9. Tax Obligations. 
 (a) Withholding. Optionee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state, local and foreign income and employment tax
withholding requirements as well as social security charges applicable to the vesting of the Option, the exercise of the Option or the disposition of any Shares acquired upon exercise. In this regard, Optionee authorizes the Company (and/or the
Parent or Subsidiary employing or retaining Optionee) to withhold all applicable taxes legally payable by Optionee from the Optionee’s wages or other cash compensation paid to Optionee by the Company (and/or the Parent or Subsidiary employing
or retaining Optionee) or from proceeds from the sale of Shares acquired upon exercise of the Option in an amount sufficient to cover such tax obligations. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse
to deliver Shares if such withholding amounts are not delivered at the time of exercise. 
 (b) Tax Consultation. Optionee understands
that he or she may suffer adverse tax consequences as a result of Optionee’s purchase or disposition of the Shares. Optionee represents that he or she will consult with any tax advisors Optionee deems appropriate in connection with the purchase
or disposition of the Shares and that Optionee is not relying on the Company for any tax advice. 
 10. Acknowledgements. 

(a) Optionee acknowledges receipt of a copy of the Plan (including any applicable appendixes or sub-plans thereunder) and represents that he or she is
familiar with the terms and provisions thereof, 

  

 3 








 
and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan (including any applicable appendixes or
sub-plans thereunder) and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. 

(b) The Company (and not Optionee’s employer) is granting the Option. The Company will administer the Plan from outside Optionee’s country
of residence and that United States of America law will govern all Options granted under the Plan. 
 (c) That benefits and rights provided
under the Plan are wholly discretionary and, although provided by the Company, do not constitute regular or periodic payments. The benefits and rights provided under the Plan are not to be considered part of Optionee’s salary or compensation
for purposes of calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits or rights of any kind.
Optionee waives any and all rights to compensation or damages as a result of the termination of employment with the Company for any reason whatsoever insofar as those rights result or may result from: 
 (1) the loss or diminution in value of such rights under the Plan, or 
 (2) Optionee ceases to have any rights under, or ceases to be entitled to any rights under the Plan as a result of such termination. 
 (d) The grant of the Option, and any future grant of Options under the Plan is entirely voluntary, and at the complete discretion of the Company. Neither the grant of the Option nor any future grant of an Option by
the Company will be deemed to create any obligation to grant any further Options, whether or not such a reservation is explicitly stated at the time of such a grant. The Company has the right, at any time to amend, suspend or terminate the Plan.

 (e) The Plan will not be deemed to constitute, and will not be construed by Optionee to constitute, part of the terms and conditions of
employment, and that the Company will not incur any liability of any kind to Optionee as a result of any change or amendment, or any cancellation, of the Plan at any time. 
 (f) Participation in the Plan will not be deemed to constitute, and will not be deemed by Optionee to constitute, an employment or labor relationship of
any kind with the Company. 
 (g) By entering into this Option Agreement, and as a condition of the grant of the Option, Optionee consents to
the collection, use, and transfer of personal data as described in this subsection to the full extent permitted by and in full compliance with Applicable Law. 
 (1) Optionee understands that the Company and its Subsidiaries hold certain personal information about the Optionee, including, but not limited to, name, home address and telephone number, date of birth, social
insurance number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Options or other entitlement to Shares awarded, canceled, exercised, vested, unvested, or outstanding in Optionee’s favor, for the
purpose of managing and administering the Plan (“Data”). 
 (2) Optionee further understands that the Company and/or its
Subsidiaries will transfer Data among themselves as necessary for the purposes of implementation, administration, and management of Optionee’s participation in the Plan, and that the Company and/or its Subsidiary may each further transfer Data
to any third parties assisting the Company in the implementation, administration, and management of the Plan (“Data Recipients”). 
 (3) Optionee understands that these Data Recipients may be located in Optionee’s country of residence or elsewhere, such as the United States. Optionee authorizes the Data Recipients to receive, 

  

 4 








 
possess, use, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing Optionee’s
participation in the Plan, including any transfer of such Data, as may be required for the administration of the Plan and/or the subsequent holding of Shares on Optionee’s behalf, to a broker or third party with whom the Shares acquired on
exercise may be deposited. 
 (4) Optionee understands that Optionee may, at any time, review the Data, request that any necessary
amendments be made to it, or withdraw Optionee’s consent herein in writing by contacting the Company. Optionee further understands that withdrawing consent may affect Optionee’s ability to participate in the Plan. 
 (h) Optionee has received the terms and conditions of this Option Agreement and any other related communications, and Optionee consents to having
received these documents in English. 
 11. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan
and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the internal substantive laws but not the choice of law rules of California.

 12. No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE
HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN
ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 
 Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof.
Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. 

 

					
	 OPTIONEE
	 		 	INCODE TELECOM GROUP, INC.
			
	  
	 		 	  

	 Signature
	 		 	By
			
	 «First_Name» «Last_Name»
	 		 	  

	Print Name	 		 	Title
			
	 «Address»
	 		 	
			
	 «City», «State» «Zip» «Country»
	 		 	
	Residence Address	 		 	

  

 5 








 EXHIBIT A 
 2001 STOCK OPTION PLAN 
 EXERCISE NOTICE 
 inCode Telecom Group, Inc. 
 9645 Scranton Rd Suite 110 
 San Diego, CA 92121 
 Attention: Secretary 
 1. Exercise of Option. Effective as of today,
                ,         , the undersigned (“Optionee”) hereby elects to exercise Optionee’s option
to purchase                      shares of the Common Stock (the “Shares”) of inCode Telecom Group, Inc. (the “Company”)
under and pursuant to the 2001 Stock Option Plan (the “Plan”) and the Stock Option Agreement dated «Grant_Date» (the “Option Agreement”). 
 2. Delivery of Payment. Optionee herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in connection with the
exercise of the Option. 
 3. Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the
Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. 
 4. Rights as Shareholder. Until
the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect
to the Optioned Stock, notwithstanding the exercise of the Option. The Shares shall be issued to the Optionee as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment shall be made for a dividend or
other right for which the record date is prior to the date of issuance except as provided in Section 12 of the Plan. 
 5.
Company’s Right of First Refusal. Before any Shares held by Optionee or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of
law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section (the “Right of First Refusal”). 
 (a) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating:
(i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each
Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its
assignee(s). 
 (b) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the
Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in
accordance with subsection (c) below. 
 (c) Purchase Price. The purchase price (“Purchase Price”) for the Shares
purchased by the Company or its assignee(s) under this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of
Directors of the Company in good faith. 
 (d) Payment. Payment of the Purchase Price shall be made, at the option of the Company or
its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within thirty
(30) days after receipt of the Notice or in the manner and at the times set forth in the Notice. 







 (e) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred
to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price,
provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in
writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall
be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 
 (f) Exception for Certain Family Transfers. Anything to the contrary contained in this Section notwithstanding, the transfer of any or all of the
Shares during the Optionee’s lifetime or on the Optionee’s death by will or intestacy to the Optionee’s immediate family or a trust for the benefit of the Optionee’s immediate family shall be exempt, from the provisions of this
Section. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to
the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section. 
 (g) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control
in which the successor corporation has equity securities that are publicly traded. 
 6. Tax Consultation. Optionee understands that
Optionee may suffer adverse tax consequences as a result of Optionee’s purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for any tax advice. 
 7. Restrictive Legends and Stop-Transfer
Orders. 
 (a) Legends. Optionee understands and agrees that the Company shall cause the legends set forth below or legends
substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: 
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN
COMPLIANCE THEREWITH. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A
RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER
RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 
 THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER INCLUDING A MARKET STAND-OFF 

  

 2 








 
AGREEMENT BETWEEN THE CORPORATION AND THE ORIGINAL SHAREHOLDER THAT PROHIBITS SALE OR TRANSFER OF SUCH SHARES FOR A PERIOD OF UP TO 215 DAYS FOLLOWING THE
DATE OF THE FINAL PROSPECTUS FOR THE INITIAL PUBLIC OFFERING OF THE ISSUER’S COMMON STOCK. THIS AGREEMENT IS BINDING UPON TRANSFEREES. A COPY OF THE AGREEMENT IS ON FILE WITH THE SECRETARY OF THE ISSUER. 
 (b) Stop-Transfer Notices. Optionee agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue
appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. 
 (c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise
transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so
transferred. 
 8. Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple
assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice shall be binding upon Optionee and his or her heirs,
executors, administrators, successors and assigns. 
 9. Interpretation. Any dispute regarding the interpretation of this Exercise
Notice shall be submitted by Optionee or by the Company forthwith to the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all parties.

 10. Governing Law; Severability. This Exercise Notice is governed by the internal substantive laws but not the choice of law rules
of California. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Option Agreement will continue in full force and effect. 
 11. Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Option Agreement and
the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the
subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. 
  

					
	 Submitted by:
	 		 	Accepted by:
			
	 OPTIONEE
	 		 	INCODE TELECOM GROUP, INC.
			
	  
	 		 	  

	 Signature
	 		 	By
			
	 «First_Name» «Last_Name»
	 		 	  

	Print Name	 		 	Title
			
	Address:	 		 	Address:
			
	 «Address»
	 		 	  

			
	 «City», «State» «Zip» «Country»
	 		 	  


  

 3 








 EXHIBIT B 
 INVESTMENT REPRESENTATION STATEMENT 
  

			
	 OPTIONEE:
	    	«FIRST_NAME » «LAST_NAME»
		
	 COMPANY:
	    	INCODE TELECOM GROUP, INC.
		
	 SECURITY:
	    	COMMON STOCK
		
	 AMOUNT:
	    	
		
	 DATE:
	    	

 In connection with the purchase of the above-listed Securities, the undersigned Optionee
represents to the Company the following: 
 (a) Optionee 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 Securities. Optionee is acquiring these Securities for investment for Optionee’s own account only and not with a view to, or for
resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 
 (b) Optionee acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific
exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee’s investment intent as expressed herein. In this connection, Optionee understands that, in the view of the Securities and Exchange
Commission, the statutory basis for such exemption may be unavailable if Optionee’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a
deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future. Optionee further understands that the Securities must be held indefinitely unless they
are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Securities. Optionee understands that the
certificate evidencing the Securities will be imprinted with any legend required under applicable state securities laws. 
 (c) Optionee is
familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a
non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt from registration under the
Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off
agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including: (1) the resale being made through a broker in an unsolicited
“broker’s transaction” or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information
about the Company, (3) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable. 
 In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited
circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date the Securities were sold by an affiliate of the Company,
within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in sections (1), (2),
(3) and (4) of the paragraph immediately above. 







 (d) Optionee further understands that in the event all of the applicable requirements of Rule 701 or 144
are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities
and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing
that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any
such other registration exemption will be available in such event. 
  

			
	 Signature of Optionee:

	
	  

	 «First_Name » «Last_Name »

		
	 Date:
	 	                ,         


  

 2 








 INCODE TELECOM GROUP, INC. 
 2001 STOCK OPTION PLAN 
 STOCK OPTION AGREEMENT 
 Unless otherwise defined herein, the terms defined in the 2001 Stock Option Plan, including Appendix A thereto, will have the same defined meanings in
this Stock Option Agreement. 
  

	I.	NOTICE OF STOCK OPTION GRANT 

  

							
	 Name:
	  	<<Name>>	  		  	
	 Address:
	  	  
	  		  	
		  	  
	  		  	

 The undersigned Optionee has been granted an Option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Option Agreement, as follows: 
  

									
	 Date of Grant
	 		 	 <<GrantDate>>

			
	 Vesting Commencement Date
	 		 	 <<VestingDate>>

					
	 Exercise Price per Share
	 		 	$	 	  
	 	(US)
			
	 Total Number of Shares Granted
	 		 	 <NoShares>>

				
	 Total Exercise Price
	 		 	$	 	 <<TotalPrice>>

			
	 Type of Option:
	 		 	<<ISO>> Incentive Stock Option
			
		 		 	<<NSO>> Nonstatutory Stock Option
			
	 Term/Expiration Date:
	 		 	 <<Expiration>>


 Vesting Schedule: 
 This Option will be exercisable, in whole or in part, according to the following vesting schedule: 
 This Option may be exercised, in whole or in part, in accordance with the following schedule:
Twenty-Five percent (25%) of the Shares subject to this Option will vest twelve (12) months after the Date of Grant (the “Initial Exercise Date”) and  1/48th of the Shares subject to the Option will
vest each month thereafter on the same day of the month as the Date of Grant, subject to Optionee continuing to be an Employee on such dates. 
 Termination Period: 
 This Option may be exercised for three (3) months after Optionee’s
Termination other than due to Optionee’ s death or Disability, for six (6) months after Optionee’s Termination due to death or for twelve (12) months in the case of Optionee’s Termination as a result of Disability. The date
of Termination will be that actual date of termination and will be deemed to include any notice period, even if not performed by Optionee. In no event may Optionee exercise this Option after the Term/Expiration Date as provided above. 
 Restriction on Sale: 
 The
Shares subject to this Option may not be transferred, assigned or hypothecated in any manner 

  

 3 








 
otherwise than by will or by the laws of descent or distribution before the date three (3) years after the Initial Exercise Date, except upon the
occurrence of an event provided for by Article 91 of Annex II to the French Tax Code. 
  

	II.	AGREEMENT 

 1. Grant of Option. The
Administrator hereby grants to Optionee named in the Notice of Grant attached as Part I of this Agreement (the “Optionee”), an option (the “Option”) to purchase a number of Shares, as set forth in the Notice of Grant, at the
exercise price per share set forth in the Notice of Grant (the “Exercise Price”), subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 14(c) of the Plan and Section 11 of
Appendix A thereto relating to the terms for French Option grants (the “Appendix”), in the event of a conflict between the terms and conditions of the Plan (including the Appendix) and the terms and conditions of this Option Agreement, the
terms and conditions of the Plan (including the Appendix) will prevail. 
 2. Exercise of Option. 
 (a) Right to Exercise. This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan (including the Appendix) and this Option Agreement. In the event of Optionee’s death, Disability or other termination of Optionee’s employment relationship, the exercisability of the Option is governed by
the applicable provisions of the Plan (including the Appendix) and this Option Agreement. 
 (b) Method of Exercise. This Option is
exercisable by delivery of an exercise notice to the Company, in the form attached as Exhibit A (the “Exercise Notice”), which will state the election to exercise the Option, the number of Shares in respect of which the Option is
being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company and/or the Subsidiary pursuant to the provisions of the Plan (including the Appendix). Until the stock certificate
evidencing such Shares is issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with
respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company will issue to Optionee (or cause to be issued) such stock certificate promptly after the Option is exercised. No adjustment will be made for a dividend or other
right for which the record date is prior to the date the stock certificate is issued, except as provided in the Appendix. The Exercise Notice will be signed by Optionee and will be delivered in person or by certified mail to the Secretary of the
Subsidiary or such other person as the Company may designate. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares and all applicable taxes. This Option will be deemed to be exercised upon
receipt by the Subsidiary of such fully executed Exercise Notice accompanied by such aggregate Exercise Price and payment of all applicable taxes. Unless otherwise provided by the Administrator, Optionee will be obligated to use a broker of the
Company’s choosing (the “Broker”) or to have Shares held pursuant to an escrow arrangement established by the Company, so that the Company may sufficiently track the Shares acquired upon exercise of the Option and the Company will be
given sufficient access to any account Optionee may have with respect to any such Shares so that the Company may correctly provide any required reports to the French taxing authorities as required by Applicable Laws. 
 (c) No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such
compliance, for income tax purposes the Shares will be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. 
 3. Optionee’s Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended, at the time this Option is exercised, the Optionee will, if required by the
Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B. 
 4. Lock-Up Period. Optionee hereby agrees that Optionee shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or 

  

 4 








 
warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into
any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Optionee (other than those included in the
registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of a registration statement of the
Company filed under the Securities Act. 
 Optionee agrees to execute and deliver such other agreements as may be reasonably requested by the
Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the
Company, Optionee shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant
to a registration statement filed under the Securities Act. The obligations described in this Section shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the
future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other
securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. Optionee agrees that any transferee of any Option shall be bound by this Section. 
 5. Method of Payment. Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at the election of the
Optionee: 
 (a) cash or check (denominated in U.S. Dollars); 
 (b) wire transfer (denominated in U.S. Dollars); or 
 (c) after the fourth anniversary of the Date of Grant
of the Option (as set forth in the Notice of Grant), consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan. 
 6. Restrictions on Exercise. This Option may not be exercised until such time as the shareholders of the Company have approved the Plan, or if the
issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law. 
 7. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by
Optionee. The terms of the Plan and this Option Agreement will be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 
 8. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option.

 9. Withholding and Responsibility for Tax-Related Items. Optionee hereby
acknowledges and agrees that the ultimate liability for any and all tax, social insurance and payroll tax withholding (“Tax-Related Items”) is and remains, to the extent provided for by law, his or her responsibility and liability and that his or her employer, the Company and its Subsidiaries (a) make no representations or undertakings
regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option and the subsequent sale of Shares acquired pursuant to such exercise; and (b) do not
commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate his or her liability for Tax-Related Items. 
 Optionee agrees that prior to exercise of the Option or sale of the Share(s) acquired thereunder, he or she will pay or make adequate arrangements satisfactory to the Company and/or his or her employer, as applicable, to 

  

 5 








 
satisfy all withholding obligations of the Company and/or his or her employer. Optionee acknowledges and agrees that the Company may refuse to honor the
exercise of the Option and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise or related sale. In this regard, Optionee authorizes the Company and/or his or her employer (be it through the intermediary of
the Broker or otherwise) to withhold all applicable Tax-Related Items legally payable by him or her from his or her wages or other cash compensation paid to him or her by the Company and/or his or her employer, or from proceeds of sale.
Alternatively, or in addition, Optionee agrees and acknowledges that the Company may sell or arrange for the sale of Shares that Optionee is due to acquire with respect to the Option to meet the minimum withholding obligation for Tax-Related Items.
The Company or his or her employer, as applicable, will repay any estimated withholding which is not required in satisfaction of any Tax-Related Items to Optionee. Finally, Optionee agrees that he or she will pay to the Company or his or her
employer, as applicable, any amount of any Tax Related Items that the Company and/or his or her employer may be required to withhold as a result of his or her participation in the Plan or his or her exercise of the Option or sale of Shares acquired
thereunder that cannot be satisfied by the means previously described. In the event that the Options under the Plan are subsequently disqualified for purposes of French tax law, Optionee agrees to submit immediately the amount of any income tax
withholding and/or Optionee’s social security contributions due by means of check, cash or credit transfer. In addition, Optionee grants the Company or his/her employer the right to require the Broker to withhold sufficient amounts from the
sale proceeds to meet the Tax-Related Items withholding obligations. 
 Optionee’s employer or the Company may withhold Shares owed to
Optionee at the time of exercise in order to meet the tax and/or social insurance charges that might be due on behalf of Optionee at the time of sale of the underlying Shares. Upon sale of the underlying Shares, Optionee authorizes his/her employer
or the Company to withhold, or request the Broker to withhold, from the proceeds to be paid to Optionee the amount necessary to satisfy the Tax-Related Items due on behalf of Optionee at the time of exercise of the Option and/or sale of the Shares
acquired thereunder. If such amounts are due and are not withheld, Optionee will agree to submit the amount due to the Company, his or her employer or the appropriate tax authorities by check, cash or credit transfer upon request. 
 Optionee also agrees that in the hypothesis he/she breaches any obligation set forth in the Plan, or this Option Agreement, the damages that will be
suffered by his/her employer and/or the Company will be no less than the amount of the taxes and social security contributions (employer’s and Employee’s part) applicable to the related Options or Shares acquired thereunder, which minimum
amount will therefore be withheld by his/her employer, the Company or the Broker as damages, notwithstanding any further action from his/her employer and or the Company against Optionee. 
 10. Acknowledgements. 
 (a) Optionee
acknowledges receipt of a copy of the Plan and the Appendix and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the
Plan, the Appendix and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, the Appendix or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated
below. 
 (b) The Company (and not Optionee’s employer) is granting the Option. The Company will administer the Plan from outside
Optionee’s country of residence and that United States of America law will govern all Options granted under the Plan. 
 (c) Benefits
and rights provided under the Plan are wholly discretionary and, although provided by the Company, do not constitute regular or periodic payments. The benefits and rights provided under the Plan are not to be considered part of Optionee’s
salary or compensation for purposes of calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits
or rights of any kind. Optionee waives any and all rights to compensation or damages as a result of the termination of employment with the Company for any reason whatsoever insofar as those rights result or may result from: 
 (i) the loss or diminution in value of such rights under the Plan, or 
  

 6 








 (ii) Optionee ceases to have any rights under, or ceases to be entitled to any rights under the Plan as
a result of such termination. 
 (d) The grant of the Option, and any future grant of Options under the Plan is entirely voluntary, and at
the complete discretion of the Company. Neither the grant of the Option nor any future grant of an Option by the Company will be deemed to create any obligation to grant any further Options, whether or not such a reservation is explicitly stated at
the time of such a grant. The Company has the right, at any time to amend, suspend or terminate the Plan. 
 (e) The Plan will not be deemed
to constitute, and will not be construed by Optionee to constitute, part of the terms and conditions of employment, and that the Company will not incur any liability of any kind to Optionee as a result of any change or amendment, or any
cancellation, of the Plan at any time. 
 (f) Participation in the Plan will not be deemed to constitute, and will not be deemed by Optionee
to constitute, an employment or labor relationship of any kind with the Company. 
 (i) By entering into this Option Agreement, and as a
condition of the grant of the Option, Optionee consents to the collection, use, and transfer of personal data as described in this subsection to the full extent permitted by and in full compliance with Applicable Law. 
 (ii) Optionee understands that the Company and its Subsidiaries hold certain personal information about Optionee, including, but not limited to, name,
home address and telephone number, date of birth, any Shares or directorships held in the Company, details of all Options or other entitlement to Shares awarded, canceled, exercised, vested, unvested, or outstanding in Optionee’s favor, for the
purpose of managing and administering the Plan (“Data”). 
 (iii) Optionee further understands that the Company and/or its
Subsidiaries will transfer only such Data among themselves as is necessary for the purposes of implementation, administration, and management of Optionee’ s participation in the Plan, and that the Company and/or its Subsidiary may each further
transfer such Data to any third parties assisting the Company in the implementation, administration, and management of the Plan (“Data Recipients”). The Company will take such actions as are necessary and desirable to protect the privacy
of Optionee’s Data when transferring such Data to Date Recipients in accordance with Applicable Law, including complying with the safe harbor principles that have been established by the United States Department of Commerce relating to the
transfer of such Data. 
 (iv) Optionee understands that these Data Recipients may be located in Optionee’ s country of residence or
elsewhere, such as the United States. Optionee authorizes the Data Recipients to receive, possess, use, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing Optionee’s
participation in the Plan, including any transfer of such Data, as may be required for the administration of the Plan and/or the subsequent holding of Shares on Optionee’s behalf, to a broker or third party with whom the Shares acquired on
exercise may be deposited. 
 (v) Optionee understands that Optionee may, at any time, review the Data, request that any necessary
amendments be made to it, or withdraw Optionee’s consent herein in writing by contacting the Company. Optionee further understands that withdrawing consent may affect Optionee’ s ability to participate in the Plan. 
 (g) Optionee has received the terms and conditions of this Option Agreement and any other related communications, and Optionee consents to having
received these documents in English. Je reconnais expressément par les présentes, que je comprends et parle parfaitement la langue anglaise, que j’ai eu le temps necessaire pour entièrement lire et parfaitement
comprendre le present contrat ainsi que l’ensemble des documents et annexes s’afférant et que j’ai eu l’opportunité de m’entretenir avec les conseils de mon choix. (I represent that I
perfectly speak and understand English language, that I had enough time to review and understand this agreement as all the related documents and appendix and that I had the opportunity to obtain advice from the counsels of my choice).

  

 7 








 11. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and
this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the internal substantive laws but not the choice of law rules of California.

 12. No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE
HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE AT THE WILL OF THE ENTITY EMPLOYING OPTIONEE AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER. OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT
INTERFERE WITH OPTIONEE’S RIGHT OR THE RIGHT OF THE ENTITY EMPLOYING OPTIONEE TO TERMINATE OPTIONEE’S RELATIONSHIP AS AN EMPLOYEE AT ANY TIME, WITH OR WITHOUT CAUSE. 
  

					
	 OPTIONEE
	 		 	INCODE TELECOM GROUP, INC.
			
	  
	 		 	  

	 Signature
	 		 	By
			
	  
	 		 	  

	 Print Name
	 		 	Title
			
	  
	 		 	
			
	  
	 		 	
	 Residence Address
	 		 	

  

 8 








 EXHIBIT A 
 2001 STOCK OPTION PLAN 
 EXERCISE NOTICE (FOR FRENCH EMPLOYEES) 
 inCode Telecom Group, Inc. 
 [Address]

 Attention: 
 1. Exercise of
Option. Effective as of today,                 , 20    , the undersigned (“Optionee”) hereby elects to purchase
                     shares (the “Shares”) of the Common Stock of inCode Telecom Group, Inc. (the “Company”) under and
pursuant to the 2001 Stock Option Plan (the “Plan”), including Appendix A to the Plan relating to French Optionees, and the Stock Option Agreement dated
                                 (the “Option Agreement”). 

2. Delivery of Payment. Optionee herewith delivers to the Company the full purchase price for the Shares and any and all applicable taxes.
Should any tax or social contribution be due by the Company (or Optionee’s employer) due to the exercise of the Option or the disposition of the Shares, Optionee hereby agrees that the corresponding amount may be withheld on the proceeds due to
Optionee from any sale of the Shares by the broker previously selected by the Company to be used by Optionee and such amount will be directly paid to the Company so that the Company may pay the relevant taxing authorities any amounts due.

 3. Shares Held in Escrow. Unless and until four (4) years have elapsed since the date of grant of the Option, the Shares will
be issued in the name of Optionee and held by the Secretary of the Company as escrow agent (the “Escrow Agent”), and will not be sold, transferred or otherwise disposed of, and will not be pledged or otherwise hypothecated. The certificate
or certificates representing such Shares will not be delivered by the Escrow Agent to Optionee unless and until four (4) years have elapsed since the date of grant of the Option. 
 4. Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees
to abide by and be bound by their terms and conditions. 
 5. Rights as Shareholder. Until the issuance of the Shares (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder will exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Shares will be issued to the Optionee as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment will be made for a dividend or other right for which the record date is
prior to the date of issuance except as provided in Section 12 of the Plan. 
 6. Company’s Right of First Refusal. Before
any Shares held by Optionee or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) will have a
right of first refusal to purchase the Shares on the terms and conditions set forth in this Section (the “Right of First Refusal”). 
 (a) Notice of Proposed Transfer. The Holder of the Shares will deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares;
(ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for
which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder will offer the Shares at the Offered Price to the Company or its assignee(s). 
 (b) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s)
may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection
(c) below. 







 (c) Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by
the Company or its assignee(s) under this Section will be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration will be determined by the Board of Directors of the
Company in good faith. 
 (d) Payment. Payment of the Purchase Price will be made, at the option of the Company or its assignee(s), in
cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within thirty (30) days after
receipt of the Notice or in the manner and at the times set forth in the Notice. 
 (e) Holder’s Right to Transfer. If all of the
Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed
Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable
securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the
Proposed Transferee within such period, a new Notice will be given to the Company, and the Company and/or its assignees will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

 (f) Exception for Certain Family Transfers. Anything to the contrary contained in this Section notwithstanding, the transfer of any
or all of the Shares during the Optionee’s lifetime or on the Optionee’ s death by will or intestacy to the Optionee’s immediate family or a trust for the benefit of the Optionee’s immediate family will be exempt from the
provisions of this Section. “Immediate Family” as used herein will mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient will receive and hold the Shares so
transferred subject to the provisions of this Section, and there will be no further transfer of such Shares except in accordance with the terms of this Section. 
 (g) Termination of Right of First Refusal. The Right of First Refusal will terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or
(ii) a Change in Control in which the successor corporation has equity securities that are publicly traded. 
 (h) Tax
Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems
advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice. 
 7. Restrictive Legends and Stop-Transfer Orders. 
 (a) Legends. Optionee understands and agrees that the Company will
cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal
securities laws: 
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
“ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR
TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. 
  

 2 








 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH
TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 
 THE SHARES REPRESENTED BY THIS
CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED OR HYPOTHECATED IN ANY MANNER OTHER THAN BY WILL OR BY THE LAWS OF DESCENT OR DISTRIBUTION BEFORE THE DATE THREE (3) YEARS AFTER THE INITIAL EXERCISE DATE, AS SUCH TERM IS DEFINED IN THE STOCK OPTION
AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE
EFFECTIVE DATE OF UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER. 
 (b) Stop-Transfer Notices. Optionee agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue
appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. 
 (c) Refusal to Transfer. The Company will not be required (i) to transfer on its books any Shares that have been sold or otherwise
transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares will have been so
transferred. 
 8. Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple
assignees, and this Exercise Notice will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice will be binding upon Optionee and his or her heirs, executors,
administrators, successors and assigns. 
 9. Interpretation. Any dispute regarding the interpretation of this Exercise Notice will be
submitted by Optionee or by the Company forthwith to the Administrator which will review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator will be final and binding on all parties. 
 10. Governing Law; Severability. This Exercise Notice is governed by the internal substantive laws but not the choice of law rules of California.

 11. Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the
Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee
with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. 
 Je reconnais expressément par les présentes, que je comprends et parle parfaitement la langue anglaise, que j’ai eu le temps
nécessaire pour entièrement lire et parfaitement comprendre le présent 

  

 3 








 
contrat ainsi que l’ensemble des documents et annexes s’afférant et que j’ai eu l’opportunité de m’entretenir
avec les conseils de mon choix. (I represent that I perfectly speak and understand English language, that I had enough time to review and understand this agreement as all the related documents and appendix and that I had the opportunity
to obtain advice from the counsels of my choice). 
  

					
	 Submitted by:
	 		 	Accepted by:
			
	 OPTIONEE
	 		 	INCODE TELECOM GROUP, INC.
			
	  
	 		 	  

	 Signature
	 		 	By
			
	  
	 		 	  

	 Print Name
	 		 	Title
			
	 Address:
	 		 	Address:
			
	  
	 		 	  

			
	  
	 		 	  

			
		 		 	  

		 		 	Date Received

  

 4 








 EXHIBIT B 
 INVESTMENT REPRESENTATION STATEMENT 
  

			
	OPTIONEE:	    	
		
	COMPANY:	    	INCODE TELECOM GROUP, INC.
		
	SECURITY:	    	COMMON STOCK AMOUNT:
		
	DATE:	    	

 In connection with the purchase of the above-listed Securities, the undersigned Optionee
represents to the Company the following: 
 (a) Optionee 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 Securities. Optionee is acquiring these Securities for investment for Optionee’s own account only and not with a view to, or for
resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 
 (b) Optionee acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific
exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee’s investment intent as expressed herein. In this connection, Optionee understands that, in the view of the Securities and Exchange
Commission, the statutory basis for such exemption may be unavailable if Optionee’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a
deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future. Optionee further understands that the Securities must be held indefinitely unless they
are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Securities. Optionee understands that the
certificate evidencing the Securities will be imprinted with any legend required under applicable state securities laws. 
 (c) Optionee is
familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a
non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt from registration
under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market
stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including: (1) the resale being made through a broker in an unsolicited
“broker’s transaction” or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information
about the Company, (3) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable. 
 In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited
circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date the Securities were sold by an affiliate of the Company,
within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in sections (1), (2),
(3) and (4) of the paragraph immediately above. 







 (d) Optionee further understands that in the event all of the applicable requirements of Rule 701 or 144
are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities
and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing
that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any
such other registration exemption will be available in such event. 
  

			
	Signature of Optionee:
	
	  

		
	Date:	 	  



  

 2 








 INCODE TELECOM GROUP, INC. 
 2001 STOCK OPTION PLAN 
 STOCK OPTION AGREEMENT - PRC 
 Unless otherwise defined herein, the terms defined in the 2001 Stock Option Plan shall have the same defined meanings in this Stock Option Agreement.

  

	I.	NOTICE OF STOCK OPTION GRANT 

 Name:

 Address: 
 The undersigned
Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows: 
  

			
	Date of Grant:	  	  

		
	Vesting Commencement Date:	  	  

		
	Exercise Price per Share:	  	 USD$

		
	Total Number of Shares Granted:	  	  

		
	Total Exercise Price:	  	 USD$

		
	Type of Option:	  	 ̈ Incentive Stock Option
		
		  	 ̈ ( Nonstatutory Stock Option
		
	Term/Expiration Date:	  	  


 Vesting Schedule: 
 This Option shall be exercisable, in whole or in part, according to the following vesting schedule: 
 One fifth ( 1/5th) of the Shares subject to the Option
shall vest twelve (12) months after the Vesting Commencement Date, and an additional one sixtieth ( 1/60th) of the Shares subject to the Option shall vest each month thereafter on the same day of the
month as the Vesting Commencement Date, subject to Optionee continuing to be a Service Provider on such dates. 
 Notwithstanding the foregoing and anything contrary in the Plan, to the extent the successor corporation in a merger or Change in Control refuses to assume or substitute for this Option, then the Optionee shall fully vest in and have the
right to exercise this Option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If this Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a
merger or Change in Control, the Administrator shall notify the Optionee in writing or electronically that this Option shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and this Option shall terminate
upon the expiration of such period. 
 Termination Period: 
 This Option shall be exercisable for three (3) months after Optionee ceases to be a Service Provider. Upon Optionee’s death or Disability, this
Option may be exercised for one (1) year after Optionee ceases to be a Service Provider. In no event may Optionee exercise this Option after the Term/Expiration Date as provided above. 








	II.	AGREEMENT 

 1. Grant of Option. The
Plan Administrator of the Company hereby grants to the Optionee named in the Notice of Grant (the “Optionee”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Grant, at the exercise price per
Share set forth in the Notice of Grant (the “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 14(c) of the Plan, in the event of a conflict
between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail. 
 If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code.
Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“NSO”). 
 2. Exercise of Option. 
 (a) Right to Exercise. This Option shall be exercisable during its
term in accordance with the Vesting Schedule set out in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement unless any Applicable Law forbids the exercise of this Option at the time of such exercise.

 (b) Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as
Exhibit A (the “Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and agreements as may be required
by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice
accompanied by the aggregate Exercise Price. 
 No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such
exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares unless any Applicable Law
otherwise provides. 
 3. Optionee’s Representations. In the event the Shares have not been registered under the Securities Act
of 1933, as amended (the “Securities Act”), at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her
Investment Representation Statement in the form attached hereto as Exhibit B. 
 4. Lock-Up Period. Optionee hereby agrees
that Optionee shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or
indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other
securities) of the Company held by Optionee (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty
(180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on
(i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any
successor provisions or amendments thereto). 
 Optionee agrees to execute and deliver such other agreements as may be reasonably requested
by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities)
of the Company, Optionee shall provide, within ten (10) days of such request, such information as 

  

 2 








 
may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a
registration statement filed under the Securities Act. The obligations described in this Section shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the
future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or
other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day (or other) period. Optionee agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this
Section. 
 5. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof,
at the election of the Optionee: 
 (a) cash or check as permitted by the Applicable Law; 
 (b) consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; 
 (c) surrender of other Shares which, (i) in the case of Shares acquired from the Company, either directly or indirectly, have been owned by the
Optionee for more than six (6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares; or 
 (d) any other methods approved by the Company and permitted by Applicable Laws. 
 6. Restrictions on Exercise. This Option may not be exercised until such time as the Plan has been approved by the shareholders of the Company, or
if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law. The Company shall not be liable if the exercise of this Option by Optionee is forbidden
by Applicable Laws. 
 7. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by
the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the
Optionee. 
 8. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised
during such term only in accordance with the Plan and the terms of this Option. 
 9. Tax Obligations. 
 (a) Withholding. Optionee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Optionee)
for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements as well as social security charges applicable to the vesting of the Option, the exercise of the Option or the disposition of any Shares
acquired upon exercise. In this regard, Optionee authorizes the Company (and/or the Parent or Subsidiary employing or retaining Optionee) to withhold all applicable taxes legally payable by Optionee from the Optionee’s wages or other cash
compensation paid to Optionee by the Company (and/or the Parent or Subsidiary employing or retaining Optionee) or from proceeds from the sale of Shares acquired upon exercise of the Option in an amount sufficient to cover such tax obligations.
Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. 
 (b) Tax Consultation. Optionee understands that he or she may suffer adverse tax consequences as a result of Optionee’s purchase or
disposition of the Shares. Optionee represents that he or she will consult with any tax advisors Optionee deems appropriate in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax
advice. 
  

 3 








 10. Acknowledgements. 
 (a) Optionee acknowledges receipt of a copy of the Plan (including any applicable appendixes or sub-plans thereunder) and represents that he or she is
familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan (including any applicable appendixes or sub-plans thereunder) and this Option Agreement
in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. 
 (b) The Company (and not Optionee’s employer) is granting the Option. The Company will administer the Plan from outside Optionee’s country of
residence and that United States of America law will govern all Options granted under the Plan. 
 (c) That benefits and rights provided
under the Plan are wholly discretionary and, although provided by the Company, do not constitute regular or periodic payments. The benefits and rights provided under the Plan are not to be considered part of Optionee’s salary or compensation
for purposes of calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits or rights of any kind.
Optionee waives any and all rights to compensation or damages as a result of the termination of employment with the Company for any reason whatsoever insofar as those rights result or may result from: 
 (i) the loss or diminution in value of such rights under the Plan, or 
 (ii) Optionee ceases to have any rights under, or ceases to be entitled to any rights under the Plan as a result of such termination. 
 (d) The grant of the Option, and any future grant of Options under the Plan is entirely voluntary, and at the complete discretion of the Company. Neither the grant of the Option nor any future grant of an Option by
the Company will be deemed to create any obligation to grant any further Options, whether or not such a reservation is explicitly stated at the time of such a grant. The Company has the right, at any time to amend, suspend or terminate the Plan.

 (e) The Plan will not be deemed to constitute, and will not be construed by Optionee to constitute, part of the terms and conditions of
employment, and that the Company will not incur any liability of any kind to Optionee as a result of any change or amendment, or any cancellation, of the Plan at any time. 
 (f) Participation in the Plan will not be deemed to constitute, and will not be deemed by Optionee to constitute, an employment or labor relationship of
any kind with the Company. 
 (g) By entering into this Option Agreement, and as a condition of the grant of the Option, Optionee consents to
the collection, use, and transfer of personal data as described in this subsection to the full extent permitted by and in full compliance with Applicable Law. 
 (i) Optionee understands that the Company and its Subsidiaries hold certain personal information about the Optionee, including, but not limited to, name, home address and telephone number, date of birth, social
insurance number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Options or other entitlement to Shares awarded, canceled, exercised, vested, unvested, or outstanding in Optionee’s favor, for the
purpose of managing and administering the Plan (“Data”). 
 (ii) Optionee further understands that the Company and/or its
Subsidiaries will transfer Data among themselves as necessary for the purposes of implementation, administration, and management of Optionee’s participation in the Plan, and that the Company and/or its Subsidiary may each further transfer Data
to any third parties assisting the Company in the implementation, administration, and management of the Plan (“Data Recipients”). 
  

 4 








 (iii) Optionee understands that these Data Recipients may be located in Optionee’s country of
residence or elsewhere, such as the United States. Optionee authorizes the Data Recipients to receive, possess, use, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing Optionee’s
participation in the Plan, including any transfer of such Data, as may be required for the administration of the Plan and/or the subsequent holding of Shares on Optionee’ s behalf, to a broker or third party with whom the Shares acquired on
exercise may be deposited. 
 (iv) Optionee understands that Optionee may, at any time, review the Data, request that any necessary
amendments be made to it, or withdraw Optionee’s consent herein in writing by contacting the Company. Optionee further understands that withdrawing consent may affect Optionee’s ability to participate in the Plan. 
 (h) Optionee has received the terms and conditions of this Option Agreement and any other related communications, and Optionee consents to having
received these documents in English. 
 11. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan
and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the internal substantive laws but not the choice of law rules of California.

 12. No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE
HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING OPTIONEE) OR PURSUANT TO THE EMPLOYMENT CONTRACT BETWEEN THE OPTIONEE AND THE COMPANY (OR THE PARENT OR
SUBSIDIARY EMPLOYING OR RETAINING OPTIONEE) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER
AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT
OR THE RIGHT OF THE COMPANY(OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING OPTIONEE) TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE, UNLESS OTHERWISE PROVIDED BY THE EMPLOYMENT CONTRACT BETWEEN
THE OPTIONEE AND THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING OPTIONEE). 
 Optionee acknowledges receipt of a copy of the
Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator
upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. 
  

 5 









					
	OPTIONEE	 		 	INCODE TELECOM GROUP, INC.
			
	  
	 		 	  

	Signature	 		 	By
			
	  
	 		 	  

	Print Name	 		 	Title
			
	  
	 		 	
			
	  
	 		 	
	Residence Address	 		 	

  

 6 








 EXHIBIT A 
 2001 STOCK OPTION PLAN 
 EXERCISE NOTICE 
 inCode Telecom Group, Inc. 
 9645 Scranton Rd Suite 110 
 San Diego, CA 92121 
 Attention: Secretary 
 1. Exercise of Option. Effective as of today,
                         , the undersigned (“Optionee”) hereby elects to exercise Optionee’s option
to purchase          shares of the Common Stock (the “Shares”) of inCode Telecom Group, Inc. (the “Company”) under and pursuant to the 2001 Stock Option Plan (the “Plan”)
and the Stock Option Agreement dated                      (the “Option Agreement”). 
 2. Delivery of Payment. Optionee herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option Agreement, and
any and all withholding taxes due in connection with the exercise of the Option. 
 3. Representations of Optionee. Optionee
acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. 
 4. Rights as Shareholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares shall be issued to the Optionee as soon as practicable after the Option is exercised in accordance
with the Option Agreement. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section 12 of the Plan. 
 5. Company’s Right of First Refusal. Before any Shares held by Optionee or any transferee (either being sometimes referred to herein as the
“Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this
Section (the “Right of First Refusal”). 
 (a) Notice of Proposed Transfer. The Holder of the Shares shall deliver to
the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed
Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and
the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s). 
 (b) Exercise of Right of First Refusal.
At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one
or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below. 
 (c) Purchase
Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash
equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith. 
 (d)
Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of
repurchase by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice. 







 (e) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred
to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price,
provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in
writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice
shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 
 (f) Exception for Certain Family Transfers. Anything to the contrary contained in this Section notwithstanding, the transfer of any or all of
the Shares during the Optionee’s lifetime or on the Optionee’s death by will or intestacy to the Optionee’s immediate family or a trust for the benefit of the Optionee’s immediate family shall be exempt from the provisions of
this Section. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject
to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section. 
 (g) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control
in which the successor corporation has equity securities that are publicly traded. 
 6. Tax Consultation. Optionee understands that
Optionee may suffer adverse tax consequences as a result of Optionee’s purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for any tax advice. 
 7. Restrictive Legends and Stop-Transfer
Orders. 
 (a) Legends. Optionee understands and agrees that the Company shall cause the legends set forth below or legends
substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: 
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN
COMPLIANCE THEREWITH. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A
RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER
RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 
  

 2 








 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER INCLUDING A MARKET STAND-OFF AGREEMENT BETWEEN THE CORPORATION AND THE ORIGINAL SHAREHOLDER THAT PROHIBITS SALE OR TRANSFER OF SUCH SHARES FOR A PERIOD OF UP TO 215 DAYS FOLLOWING THE DATE OF THE FINAL PROSPECTUS FOR THE INITIAL PUBLIC
OFFERING OF THE ISSUER’S COMMON STOCK. THIS AGREEMENT IS BINDING UPON TRANSFEREES. A COPY OF THE AGREEMENT IS ON FILE WITH THE SECRETARY OF THE ISSUER. 
 (b) Stop-Transfer Notices. Optionee agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer
agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. 
 (c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat
as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. 
 8. Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns
of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice shall be binding upon Optionee and his or her heirs, executors, administrators, successors and assigns. 
 9. Interpretation. Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Optionee or by the Company forthwith to
the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all parties. 
 10. Governing Law; Severability. This Exercise Notice is governed by the internal substantive laws but not the choice of law rules of California.
In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Option Agreement will continue in full force and effect. 
 11. Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Option Agreement and
the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the
subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. 
  

					
	 Submitted by:
	 		 	Accepted by:
			
	OPTIONEE	 		 	INCODE TELECOM GROUP, INC.
			
	  
	 		 	  

	Signature	 		 	By
			
	  
	 		 	  

	Print Name	 		 	Title
			
	Address:	 		 	Address:
			
	  
	 		 	  

			
		 		 	  

		 		 	Date Received

  

 3 








 EXHIBIT B 
 INVESTMENT REPRESENTATION STATEMENT 
  

			
	 OPTIONEE:
	  	
		
	 COMPANY:
	  	INCODE TELECOM GROUP, INC.
		
	 SECURITY:
	  	COMMON STOCK
		
	 AMOUNT:
	  	
		
	DATE:	  	

 In connection with the purchase of the above-listed Securities, the undersigned Optionee
represents to the Company the following: 
 (a) Optionee 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 Securities. Optionee is acquiring these Securities for investment for Optionee’s own account only and not with a view to, or for
resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 
 (b) Optionee acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific
exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee’s investment intent as expressed herein. In this connection, Optionee understands that, in the view of the Securities and Exchange
Commission, the statutory basis for such exemption may be unavailable if Optionee’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a
deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future. Optionee further understands that the Securities must be held indefinitely unless they
are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Securities. Optionee understands that the
certificate evidencing the Securities will be imprinted with any legend required under applicable state securities laws. 
 (c) Optionee is
familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer
thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt
from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer
period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including: (1) the resale being made through a
broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of
certain public information about the Company, (3) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable.

 In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold
in certain limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date the Securities were sold by an
affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of the conditions set
forth in sections (1), (2), (3) and (4) of the paragraph immediately above. 
  

 1 








 (d) Optionee further understands that in the event all of the applicable requirements of Rule 701 or
144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the
Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in
establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be
given that any such other registration exemption will be available in such event. 
  

	
	Signature of Optionee:
	
	  

	
	Date:                ,         


  

 2