**Exhibit 4.1**

 

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**HYDROGENICS CORPORATION STOCK OPTION PLAN**

 

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**HYDROGENICS CORPORATIONSTOCK OPTION PLAN**

 

**SECTION 1**                               INTERPRETATIONAND ADMINISTRATIVE PROVISIONS

** **

**1.1**                               Purposes

** **

The purposes of this Plan are to assist theCompany and its affiliates to attract, retain and motivate key employees,directors and consultants by granting to them options to purchase common sharesin its capital.

 

**1.2**                               Definitions

** **

When used herein, unless the contextotherwise requires, the following terms have the following meanings,respectively:

 

“**affiliate**”, “**associate**” and “**jointly or in concert**”have the respective meanings set forth in the *SecuritiesAct* (Ontario), as amended from time to time.

 

“**Applicable Deductions**”has the meaning set out in Section 2.4.

 

**“Award Date”** means the date the Boardawards Options under this Plan.

 

“**Blackout Period**”means any period imposed by the Company, during which specified individuals,including insiders of the Company, may not trade in the Company’s securities(including for greater certainty any period during which specific individualsare restricted from trading because they have material non-public information),but does not include any period when a regulator has halted trading in theCompany’s securities.

 

“**Board**” meansthe Board of Directors of the Company.

 

**“Business Day”** means a day other than aSaturday, Sunday or other day when banks in the City of Toronto, Ontario arenot generally open for business.

 

“**Cause**” has themeaning attributed to such term by the Courts of Ontario from time to time.

 

“**Change of Control**”means the occurrence of any of the following events:

 

(a)                                  any change in the holding,direct or indirect, of shares of the Company as a result of which a Person orgroup of Persons acting jointly or in concert, or a Person who is an associateor affiliate of such Person or group, becomes the beneficial owner, directly orindirectly, of shares and/or other securities in excess of the number which,directly or following conversion thereof would entitle the holders thereof tocast more than fifty percent (50%) of the votes attaching to all shares of theCompany which may be cast to elect directors of the Company;

 

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(b)                                 a sale or other disposition ofall or substantially all of the property or assets of the Company to a Person,other than to a Person that was an affiliate of the Company immediately priorto the completion of such sale or disposition; and

 

(c)                                  the dissolution or liquidationof the Company (other than in connection with the distribution of the assets ofthe Company to one or more Persons which were affiliates of the Companyimmediately prior to the completion of such transfer).

 

“**Committee**”means the committee of the Board responsible for recommending to the Board thecompensation of the key employees, directors and Consultants, which, as at theeffective date of the Plan, is the Human Resources & CorporateGovernance Committee.

 

“**Company**” meansHydrogenics Corporation.

 

“**Consultant**” has the meaning set out in National Instrument45-106 - Prospectus and Registration Exemptions as amended from time to time.

 

“**Exercise****Notice**” means a notice in writing substantially in the formset out in Schedule “A” hereto signed by a Participant and stating theParticipant’s intention to exercise a particular Option.

 

“**Exercise Period**”means the period of time during which an Option granted under this Plan may beexercised.

 

“**Exercise****Price**” means the price at which Shares may be purchased onthe exercise of an Option.

 

“**Market Value**”means the closing price of Shares on the Toronto Stock Exchange on the lasttrading day on which the Company’s Shares were traded occurring immediatelyprior to the applicable date, or if the Shares are not then traded on theToronto Stock Exchange means the fair market value per Share as determined bythe Board in its discretion.

 

“**Option**” means aright granted to a Participant to purchase Shares on the terms set out in thePlan.

 

“**Option****Agreement**” means a signed, written agreement between aParticipant and the Company, substantially in the form attached as Schedule “B”hereto, subject to any amendments or additions thereto as may, in thediscretion of the Board, be necessary or advisable, evidencing the terms andconditions on which an Option has been granted under this Plan.

 

“**Participant**”means an employee, director or Consultant of a Participating Entity who theBoard determines may participate in this Plan.

 

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“**Participating Entity**”means the Company and any affiliate of the Company which is designated by theBoard from time to time.

 

“**Person**” meansany individual, sole proprietorship, partnership, unincorporated association,unincorporated syndicate, unincorporated organization, trust, body corporate,and a natural person in such person’s capacity as trustee, executor,administrator or other legal representative.

 

“**Plan**” meansthis Hydrogenics Corporation Stock Option Plan.

 

“**Retirement**” means resignation in circumstances which theBoard, in its discretion, determines is Retirement and on such terms as theBoard may specify.

 

“**Share**” means acommon share of the Company.

 

“**Termination****Date**” means a Participant’s last day of active employment orthe end of his or her term as a director or Consultant, as applicable, and doesnot include any period of statutory, contractual or reasonable notice or anyperiod of salary continuance or deemed employment.

 

“**Vested**” meansthat an Option has become exercisable and “**Vest**” has acorresponding meaning.

 

**1.3**                               Interpretation

** **

The Plan is to be interpreted as follows:

 

(a)                                  The use of headings is forease of reference only and does not affect construction or interpretation ofthis Plan.

 

(b)                                 Where the context so requires,words importing the singular number include the plural and vice versa, andwords importing the masculine gender include the feminine and neuter genders.

 

(c)                                  References to Sections andSubsections are references to sections and subsections in this Plan, unlessotherwise specified.

 

(d)                                 All amounts paid or values tobe determined under the Plan shall be in Canadian dollars.

 

(e)                                  Whenever the Board is toexercise discretion in the administration of the terms and conditions of thisPlan or any Option, the term “discretion” means the “sole and absolutediscretion” of the Board.

 

(f)                                    Where the words “including” or“includes” appear in this Plan, they mean “including (or includes) withoutlimitation”.

 

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**SECTION 2**                               ADMINISTRATION

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**2.1**                               Administration

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This Plan will be administered by the Boardand the Board has complete authority, in its discretion, to interpret theprovisions of this Plan.  Inadministering and interpreting the Plan, the Board may adopt, amend and rescindadministrative guidelines and other rules and regulations relating to thisPlan and make all other determinations and take all other actions necessary oradvisable for the implementation and administration of this Plan which theBoard determines, in its discretion, are necessary or advisable.  The Board’s determinations and actions withinits authority under this Plan are final, conclusive and binding on the Company,its affiliates and all other Persons.

 

**2.2**                               Delegation to Committee

** **

To the extent permitted by applicable law,the Board may, from time to time, delegate to the Committee all or any of thepowers conferred on the Board under the Plan. In such event, references to theBoard mean and include the Committee and the Committee will exercise the powersdelegated to it by the Board in the manner and on the terms authorized by theBoard. Any decisions made or actions taken by the Committee arising out of orin connection with the administration or interpretation of this Plan within itsauthority under this Plan, are final, conclusive and binding on theParticipating Entities and all other Persons.

 

**2.3**                               Eligibility

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(a)                                  Participation in the Plan isentirely voluntary.

 

(b)                                 All employees and directors ofParticipating Entities are eligible to participate in this Plan.  In addition, and subject to applicable laws,the Board may determine in its discretion which Consultants are eligible toparticipate in this Plan.

 

(c)                                  Eligibility to participate inthe Plan does not confer upon any Person any right to be granted Optionspursuant to this Plan.  In addition, noParticipant has any claim or right to be granted an Option (including, withoutlimitation, an Option granted in substitution for any Option that has expiredpursuant to the terms of this Plan).

 

**2.4**                               Taxes and Other SourceDeductions

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The Company is authorized to deduct fromany amount payable or credited hereunder such taxes and other amounts as it maybe required by law to deduct or withhold, in such manner as it determines (the“**Applicable Deductions**”).

 

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**2.5**                               Information

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Each Participant shall provide the Companywith all information the Company requires from that Participant in order toadminister this Plan.

 

**2.6**                               Indemnification

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Each member of the Board and Committee isindemnified and held harmless by the Company against any cost or expensearising out of any act or omission to act in connection with this Plan to theextent permitted by applicable law.  Thisindemnification is in addition to any rights of indemnification a Board orCommittee member may have as director or otherwise.

 

**2.7**                               Governing Law

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This Plan shall be governed by andconstrued and interpreted in accordance with the laws of the Province ofOntario and the federal laws of Canada applicable therein.

 

**2.8**                               Total Shares Subject toOptions

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The grant of Options under the Plan issubject to the following limitations:

 

(a)                                  12,000,000 Shares are reservedfor issuance under the Plan.

 

(b)                                 No more than 10% of theCompany’s outstanding issue may be issued under the Plan or pursuant to anyother security based compensation arrangements of the Company in any one (1) yearperiod.

 

(c)                                  No more than 5% of theCompany’s outstanding issue may be issued under the Plan or pursuant to anyother security based compensation arrangements of the Company to any onePerson.

 

(d)                                 No more than 10% of theCompany’s outstanding issue may be issued to insiders under the Plan or underany other security based compensation arrangements of the Company within anyone year period or be issuable to insiders at any time.

 

(e)                                  For the purposes of this Plan,“insider” and “security based compensation arrangement” have the meanings setout in the TSX Company Manual.

 

If, for any reason, any Shares subject toissuance on the exercise of Options granted under this Plan are not issued, orare re-acquired by the Company, for reasons including a termination, expirationor cancellation of an Option, such Shares will again become available forissuance under this Plan.

 

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**2.9**                               Option Agreements

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All grants of Options under this Plan will beevidenced by Option Agreements.  Any oneof the President or Treasurer of the Company is authorized and empowered toexecute on behalf of the Company and deliver an Option Agreement to aParticipant.

 

**SECTION 3**                               GRANT OFOPTIONS

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**3.1**                               Grant of Options

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The Board may, in its discretion, from timeto time, subject to the provisions of this Plan and such other terms andconditions as the Board may prescribe, grant Options to any Participant, andthe Participant shall execute an Option Agreement evidencing the same.

 

**3.2**                               Exercise Price

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The Exercise Price under any Option will beas determined by the Board but may not be less than the Market Value of a Shareat the Award Date, except where an Option is granted in exchange for anotherOption.

 

**3.3**                               Term of Options

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Subject to Section 3.8 and to anyaccelerated termination pursuant to the Plan, each Option, expires on the tenthanniversary of its Date of Grant unless an earlier date is specified by theBoard.

 

**3.4**                               Vesting

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Unless otherwise specified in the Participant’sOption Agreement, Options will Vest and become exercisable as to one third ofthe Option on each of the first, second and third anniversaries of the AwardDate.

 

**3.5**                               Payment of Exercise Price

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Subject to the provisions of this Plan andany Option Agreement, Options may be exercised by delivery of a fully completedExercise Notice to the Chief Financial Officer of the Company accompanied bypayment in full of the applicable Exercise Price. The Exercise Price may bepaid by certified cheque, bank draft or money order payable to the Company.

 

**3.6**                               Issue of Shares

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No Shares will be issued or transferreduntil full payment of the Exercise Price therefor has been received by theCompany and all conditions to the issue of the Shares have been met. As soon aspracticable after receipt of any Exercise Notice and full payment of theExercise Price and the satisfaction of all conditions to the issue of theShares, the Company will deliver to the Participant a certificate orcertificates representing the acquired Shares.

 

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**3.7**                               Conditions to Delivery ofShares

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The Company’s obligation to issue anddeliver Shares upon the exercise of any Option is subject to:

 

(a)                                  the satisfaction of allrequirements under applicable laws in respect thereof and obtaining allapprovals the Company shall determine to be necessary or advisable inconnection with the authorization, issuance or sale thereof, includingshareholder approval, if required; and

 

(b)                                 if such Shares are listed on anystock exchange or quotation market in Canada or the United States, compliancewith the requirements of such stock exchanges or quotation markets.

 

**3.8**                               Extensionof Options that Expire During a Blackout Period

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If an Option would otherwise expire duringa Blackout Period, the term of such Option shall automatically be extendeduntil 10 Business Days after the end of the Blackout Period.

 

**3.9**                               Effect of Exercise

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A Participant shall have no further rights,title or interest with respect to any Option that has been exercised.

 

**SECTION 4**                               TERMINATIONOF EMPLOYMENT

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**4.1**                               Resignation

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If a Participant resigns from employment oras a director or Consultant with a Participating Entity, the Participant shallforfeit all rights, title and interest in the Participant’s Options which arenot Vested on the date the notice of resignation is delivered to the Companyand the Participant may exercise the Participant’s Options which are Vested onthe date the notice of resignation is delivered to the Company until the earlierof: (i) the end of the Exercise Period; and (ii) 90 days after thedate the notice of resignation is delivered to the Company, after which timeall Options expire.

 

**4.2**                               Termination for Cause

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If a Participant’s employment is terminatedby a Participating Entity for Cause or the Participant ceases to be a directoror Consultant on a similar basis, the Participant shall forfeit all rights,title and interest in all the Participant’s Options, whether Vested or notVested at the Termination Date.

 

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**4.3**                               Retirement, Death, Disabilityand Disposition of a Participating Entity

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If a Participant’s employment or otherposition with a Participating Entity ceases because of the death, disability orRetirement of the Participant, or because the Person which employs theParticipant or to which the Participant is a director or Consultant, ceases tobe a Participating Entity, all of the Participant’s Options will Vestimmediately prior to the Termination Date and the Participant or his or herlegal representatives, as applicable, may exercise such Options for 180 daysfollowing the Termination Date after which time all Options expire.

 

**4.4**                               Termination without Cause

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If a Participant’s employment is terminatedwithout Cause, the Participant resigns because he or she has beenconstructively dismissed, or the Participant ceases to be a director orConsultant on a similar basis then all of the Participant’s Options which wouldhave Vested during the period of contractual or reasonable notice oftermination of employment, as applicable, and all such Vested Options may beexercised until the earlier of the end of the expiry period or 90 days afterthe Termination Date, after which time all Options expire.

 

**4.5**                               Discretion to Permit Exercise

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Subject to applicable laws, the Board may,in its discretion, at any time permit the exercise of any or all Options heldby the Participant or by the Participant’s estate, as the case may be, in themanner and on the terms authorized by the Board in its discretion, providedthat the Board may not, in any case, authorize the exercise of an Optionpursuant to this Section beyond the expiration of the Exercise Period ofthe particular Option.

 

**SECTION 5**                               ADJUSTMENTS

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**5.1**                               General

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The provisions contained in this Plan andany Option Agreement and the existence of any Options shall not affect in anyway the right of the Company or its shareholders or affiliates to take anyaction, including any change in the Company’s capital structure or itsbusiness, or any acquisition, disposition, amalgamation, combination, merger orconsolidation, or the creation or issuance of any bonds, debentures, shares orother securities of the Company or of an affiliate  thereof or the determination of the rightsand conditions attaching thereto, or the dissolution or liquidation of theCompany or of any of its affiliates or any sale or transfer of all or any partof their respective assets or businesses, whether or not any such corporateaction or proceeding would have an adverse effect on this Plan or any Optionsgranted hereunder.

 

**5.2**                               Reorganization of Company’sCapital

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If the Company effects a subdivision orconsolidation of Shares or any similar capital reorganization or a payment of astock dividend (other than a stock dividend that is in lieu of an ordinary cashdividend), or if any other change is made in the capitalization of the Company 

 

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that, in the opinion of the Board, wouldwarrant the amendment or replacement of any existing Options in order toadjust:

 

(a)                                  the number of Shares that maybe acquired on the exercise of any outstanding Options; or

 

(b)                                 the Exercise Price of anyoutstanding Options,

 

in order to preserve proportionately therights and obligations of the Participants, the Board will authorize such stepsto be taken as may be equitable and appropriate to that end.

 

**5.3**                               Other Events Affecting theCompany

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In the event of an amalgamation,combination, or other reorganization involving the Company that, in the opinionof the Board, warrants the amendment or replacement of any existing Options inorder to adjust:

 

(a)                                  the number of Shares that maybe acquired on the exercise of any outstanding Options; or

 

(b)                                 the Exercise Price of anyoutstanding Options,

 

in order to preserve proportionately therights and obligations of the Participants, the Board will authorize such stepsto be taken as may be equitable and appropriate to that end.

 

**5.4**                               Immediate Exercise of Awards

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Where the Board determines that the stepsprovided in Sections 5.2 and 5.3 would not preserve proportionately therights and obligations of the Participants in the circumstances or the Boardotherwise determines that it is appropriate, the Board may permit the Vestingand exercise, effective no later than the Business Day immediately prior to thedate on which the event referenced in Sections 5.2 and 5.3, as applicable,is consummated, of any outstanding Options that are not then otherwise Vestedand the cancellation of any outstanding Options which are not exercised withinany specified period.

 

**5.5**                               Change of Control

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In the event of a Change of Control, theBoard may accelerate the expiry of Options granted under this Plan to theBusiness Day immediately following the date on which such Change of Control isconsummated provided that:

 

(a)                                  the Board accelerates theVesting of the Options prior to the date on which the Change of Control isconsummated; and

 

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(b)                                 the Company gives notice ofthe accelerated Vesting and expiry to all Participants not less than 10Business Days prior to the date of consummation of the Change of Control.

 

**5.6**                               Fractional Shares

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No fractional Shares will be issued on theexercise of an Option. Accordingly, if as a result of any adjustment to eitherthe Exercise Price or the number of Shares issuable on exercise is madepursuant to the Plan, a Participant would become entitled to receive afractional Share on the exercise of an Option, the Participant has the right toacquire only the number of full Shares and no payment or other adjustment willbe made with respect to the fractional Shares so disregarded.

 

**5.7**                               Legal Requirement

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The Company is not obligated to grant anyOptions, issue any Shares or other securities, make any payments or take anyother action if, in the opinion of the Board, in its discretion, such actionwould constitute a violation by a Participant or the Company of any provisionof any applicable statutory or regulatory requirement of any government orgovernmental authority.

 

**5.8**                               Participant’s Entitlement

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Except as otherwise provided in this Plan,Options previously granted under this Plan, whether or not then exercisable,are not affected by any change in the relationship between or ownership of theCompany and an affiliate.

 

**5.9**                               Rights of Participant

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The granting of any Option is not to beconstrued as giving a Participant a right to remain in the employ of theCompany or a Participating Entity nor to continue to serve as a director orConsultant.

 

**5.10**                        Amendment or Discontinuance

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The Board may amend, suspend or terminatethe Plan, or any portion thereof, at any time, subject to those provisions ofapplicable law (including, without limitation, the applicable rules,regulations and policies of any exchange, if any) that require the approval ofshareholders or any governmental or regulatory body.  The Board may make amendments to the Plan orto any Option outstanding thereunder without seeking shareholder approval,except for the following types of amendments:

 

(a)                                  increasing the number ofShares reserved for issuance under the Plan;

 

(b)                                 reducing the Exercise Price ofan Option, except pursuant to Sections 5.2 and 5.3;

 

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(c)                                  extending the term of anOption beyond its original expiry date or beyond 10 years from its grant date,except the automatic extension of an Option pursuant to Section 3.8;

 

(d)                                 extending the participation inthe Plan of non-employee directors and non-Consultants;

 

(e)                                  permitting Options to betransferred other than by testate or intestate succession;

 

(f)                                    permitting the addition ormodification of a cashless exercise feature, payable in cash or Shares, unlessit provides for a full deduction of the number of underlying Shares from thePlan reserve; or

 

(g)                                 permitting awards, other thanOptions, to be made under the Plan.

 

Except as expressly set forth in the Plan,no action of the Board may adversely alter or impair the rights of a Participantunder any Option previously granted to the Participant without the consent ofthe affected Participant.

 

**5.11**                        Severability

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If any provision of this Plan or any OptionAgreement is determined to be illegal or unenforceable by any court of law inany jurisdiction, the remaining provisions are severable and enforceable inaccordance with their terms, and all provisions will remain enforceable in anyother jurisdiction.

 

**5.12**                        GeneralRestrictions and Assignment

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(a)                                  Except as required by law, the rights of a Participant under this Plan arenot capable of being anticipated, assigned, transferred, alienated, sold,encumbered, pledged, mortgaged or charged and are not capable of being subjectto attachment or legal process for the payment of any debts or obligations ofthe Participant.

 

(b)                                 Rights and obligations under this Plan may be assigned by the Company to asuccessor in the business of the Company, any corporation resulting from anyamalgamation, reorganization, combination, merger or arrangement of the Company,or any corporation acquiring all or substantially all of the assets or businessof the Company.

 

**5.13**                        MarketFluctuations

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(a)                                  No amount will be paid to, or in respect of, a Participant under this Planto compensate for a downward fluctuation in the price of the Shares, nor willany 

 

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other formof benefit be conferred upon, or in respect of, a Participant for such purpose.

 

(b)                                 The Company makes no representations or warranties to Participants withrespect to this Plan or the Options whatsoever. Participants are expressly advised that the value of any Options willfluctuate as the trading price of the Shares fluctuates.

 

(c)                                  In seeking the benefits of participation in this Plan, a Participant agreesto exclusively accept all risks associated with a decline in the market priceof the Shares and all other risks associated with the Options.

 

**5.14**                        NoShareholder Rights

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Under no circumstancesshall Options be considered Shares or othersecurities of the Company, nor shall they entitle any Participant to exercisevoting rights or any other rights attaching to the ownership of Shares or other securities of the Company, nor shall any Participant be considered the owner of Sharesby virtue of the award of Options.

 

**5.15**                        Unfunded andUnsecured Plan

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This Plan shall be unfunded and the Company will not secure its obligationsunder this Plan.  To the extent any Participant or his or her estate holds anyrights by virtue of a grant of Options under this Plan, such rights shall be nogreater than the rights of an unsecured creditor of the Company.

 

**5.16**                        Non-Exclusivity

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Nothing contained in this Plan prevents theBoard from adopting other or additional compensation arrangements for thebenefit of any Participant, subject to any required regulatory or shareholderapproval.

 

**5.17**                        Other Employee Benefits

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The amount of any compensation deemed to bereceived by a Participant as a result of the exercise of an Option will notconstitute compensation with respect to which any other employee benefits ofthat Participant are determined including, without limitation, benefits underany bonus, pension, profit-sharing, insurance or salary continuation plan,except as otherwise specifically determined by the Board in writing.

 

**5.18**                        Tax Consequences

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It is the responsibility of the Participantto complete and file any tax returns and pay all taxes that may be requiredunder Canadian or other tax laws within the periods specified in those laws asa result of the Participant’s participation in the Plan.  No Participating Entity shall be 

 

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held responsible for any tax consequencesto a Participant as a result of the Participant’s participation in the Plan.

 

**5.19**                        Effective Date

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This Plan will become effective June 22,2009.

 

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**SCHEDULE “A”OPTION EXERCISE FORM**

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I, ·, hereby exercise the option to purchase · Shares of Company at anExercise Price of $· per Share. This ExerciseNotice is delivered in respect of the Option to purchase · Shares of the Company thatwas granted to me on · pursuant to the OptionAgreement entered into between the Company and me. In connection with theforegoing, I enclose a certified cheque, bank draft or money order payable tothe Company in the amount of $· in full payment for the Shares to bereceived upon exercise of the Option.

 

 
|   |   |   |                          |
|--------|--------|--------|-------------------------------|
| Date:  |   |   | Participant’s  Signature |

 

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**SCHEDULE “B”**

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**HYDROGENICS CORPORATION**

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**OPTION AGREEMENT**

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The Company hereby grants to theParticipant named below, an option (the “**Option**”) topurchase, in accordance with and subject to the terms, conditions andrestrictions of this Agreement together with the provisions of the Stock OptionPlan (the “**Plan**”) of the Company, a copy ofwhich is attached to this Option Agreement, the number and class of shares ofthe Company at the price per share set forth below:

 

Name ofParticipant:

 

Date of Grant:

 

Class andNumber of Shares subject to Option (the “Shares”):

 

ExercisePrice:

 

1.                                       The terms and conditions ofthe Plan are incorporated by reference as terms and conditions of thisAgreement.  All capitalized terms used inthis Agreement have the meanings ascribed thereto in the Plan. The Participantacknowledges that the Participant has received, read and understands the Plan.

 

2.                                       Each Option vests and isexercisable as set out in Section 2.4 of the Plan.

 

3.                                       Each notice relating to theOption, including the exercise thereof, shall be in writing. All notices to theCompany shall be delivered personally or by prepaid registered mail and shallbe addressed to:

 

HydrogenicsCorporation5985 McLaughlin RoadMississauga, OntarioL5Y 1B8

 

Attention:Chief Financial Officer

 

All notices tothe Participant shall be addressed to the principal address of the Participanton file with the Company. Either the Company or the Participant may designate adifferent address by written notice to the other. Such notices shall be deemedto be received, if delivered personally, on the date of delivery, and if sentby prepaid, registered mail, on the fifth (5th) Business Day following the dateof mailing. Any notice given by either the Participant or the Company shall notbe binding on the recipient thereof until received.

 

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4.                                       This Agreement has been madein and shall be construed under and in accordance with the laws of the Provinceof Ontario and the federal laws of Canada applicable therein.

 
| ** ** | ** ** | **HYDROGENICS  CORPORATION** |
|------------|------------|------------------------------|
| ** ** | ** ** | ** **                   |
| ** ** | ** ** | ** **                   |
|       |       | Per:                         |   |
|       |       |                         | Name: |
|       |       |                         | Title: |

 
| SIGNED, SEALED AND DELIVERED

In the presence of: |   |                |
|---------------------------------------------------|--------|---------------------|
|                                              |   |                |
|                                              |   |                |
| Witness                                           |   | Name of Participant |

 

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