Common use of Consent of Spouse Clause in Contracts

Consent of Spouse. I acknowledge that I have read the attached STOCKHOLDERS AGREEMENT (the “Agreement”) that has been executed by my spouse. I represent and acknowledge that I have been advised to retain counsel in connection with the Agreement and either: (i) have declined to consult with counsel, or (ii) have consulted independent counsel with respect to the effects of the Agreement on my legal rights. Having considered such legal advice or declined to consult with counsel, I freely, voluntarily and knowingly execute this Consent of Spouse which may be attached to and made a part of the Agreement, and may be relied upon by the Company and its Stockholder as an inducement to enter into the Agreement or permit my spouse to enter into the Agreement. I represent and acknowledge that I understand fully the terms and conditions described in the Agreement and I hereby consent to be bound by the terms and conditions of the Agreement as to my interest, whether as community property or otherwise, if any, in the Stockholder Shares owned or hereafter acquired by my spouse. I agree that, in the event of divorce or the dissolution of my marriage to my present spouse or other legal division of property, I will transfer and sell, at the fair market value, to my spouse any and all interest I have or may acquire in the Company, and I further agree that a court may award such entire interest to my spouse as part of any such legal division of property. The foregoing agreement is not intended as a waiver of any community property or other ownership interest I may have in the Stockholder Shares of the Company, but only as an agreement to accept other property or assets of substantially equivalent value as part of any property settlement agreement or other legal division of property upon divorce or the dissolution of my marriage. I further agree, upon my death, to bequeath and devise to my spouse any and all interest I have or may acquire in the Stockholder Shares of the Company. I agree that the provisions governing the transfer of the Stockholder Shares will be fully binding and conclusive on all ownership interest I now have or hereafter may acquire in such stock and that I will have no legal or equitable right to retain all or any portion of such stock other than as set forth in the Agreement. I further agree to perform any acts or execute any documents or instruments necessary in the reasonable judgment of any party hereto to effectuate the purposes or intent, or to complete the performance of the Agreement, and I will take no action at any time to hinder operation of the Agreement with respect to any Stockholder Shares of the Company. I hereby agree that my spouse may join in any future amendment or modification of the Agreement without any further signature, acknowledgment, agreement or consent on my part, and hereby further agree that any interest which I may have in the Stockholder Shares will be subject to the provisions of the Agreement, as the same may be amended or modified. Dated: Name:

Consent of Spouse. I If the Participant is married as of the date of this Agreement, the Participant's spouse shall execute a Consent of Spouse in the form of Exhibit A hereto, effective as of the date hereof. Such consent shall not be deemed to confer or convey to the spouse any rights in the Restricted Shares that do not otherwise exist by operation of law or the agreement of the parties. If the Participant marries or remarries subsequent to the date hereof, the Participant shall, not later than 60 days thereafter, obtain the new spouse's acknowledgement of and consent to the existence and binding effect of all restrictions contained in this Agreement by such spouse's executing and delivering a Consent of Spouse in the form of Exhibit A. Exhibit A CONSENT OF SPOUSE I, _______________, spouse of __________________, acknowledge that I have read the attached STOCKHOLDERS RESTRICTED STOCK AGREEMENT dated as of ___________________ (the “"Agreement”") that has been executed by my spouse. I represent to which this Consent is attached as Exhibit A and acknowledge that I know its contents. Capitalized terms used and not defined herein shall have been advised the meaning assigned to retain counsel such terms in connection with the Agreement and either: (i) have declined to consult with counsel, or (ii) have consulted independent counsel with respect to the effects of the Agreement on my legal rights. Having considered such legal advice or declined to consult with counsel, I freely, voluntarily and knowingly execute this Consent of Spouse which may be attached to and made a part of the Agreement, and may be relied upon by the Company and its Stockholder as an inducement to enter into the Agreement or permit my spouse to enter into the Agreement. I represent am aware that by its provisions the Restricted Shares granted to my spouse pursuant to the Agreement are subject to forfeiture in favor of Time Warner Inc. (the "Company") and acknowledge that, accordingly, the Company has the right to cause the forfeiture of and to repurchase up to all of the Restricted Shares of which I may become possessed as a result of a gift from my spouse or a court decree and/or any property settlement in any domestic litigation. I hereby agree that my interest, if any, in the Restricted Shares subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community property interest I understand fully may have in the terms and conditions Restricted Shares shall be similarly bound by the Agreement. I agree to the forfeiture provisions described in the Agreement and I hereby consent to be bound by the terms and conditions forfeiture of the Agreement as Restricted Shares to my interest, whether as community property or otherwise, if any, the Company in the Stockholder Shares owned or hereafter acquired by my spouse. I agree that, in the event of divorce or the dissolution of my marriage to my present spouse or other legal division of property, I will transfer and sell, at the fair market value, to my spouse any and all interest I have or may acquire in the Company, and I further agree that a court may award such entire interest to my spouse as part of any such legal division of property. The foregoing agreement is not intended as a waiver of any community property or other ownership interest I may have in the Stockholder Shares of the Company, but only as an agreement to accept other property or assets of substantially equivalent value as part of any property settlement agreement or other legal division of property upon divorce or the dissolution of my marriage. I further agree, upon my death, to bequeath and devise to my spouse any and all interest I have or may acquire in the Stockholder Shares of the Company. I agree that the provisions governing the transfer of the Stockholder Shares will be fully binding and conclusive on all ownership interest I now have or hereafter may acquire in such stock and that I will have no legal or equitable right to retain all or any portion of such stock other than as set forth in the Agreement. I further agree to perform any acts or execute any documents or instruments necessary in the reasonable judgment of any party hereto to effectuate the purposes or intent, or to complete the performance of the Agreement, and I will take no action at any time to hinder operation of the Agreement accordance with respect to any Stockholder Shares of the Company. I hereby agree that my spouse may join in any future amendment or modification of the Agreement without any further signature, acknowledgment, agreement or consent on my part, and hereby further agree that any interest which I may have in the Stockholder Shares will be subject to the provisions of the Agreement. Further, as part of the consideration for the Agreement, I agree that at my death, if I have not disposed of any interest of mine in the Restricted Shares by an outright bequest of the Restricted Shares to my spouse, then the Company shall have the same may be amended or modifiedrights against my legal representative to exercise its rights of repurchase with respect to any interest of mine in the Restricted Shares as it would have had pursuant to the Agreement if I had acquired the Restricted Shares pursuant to a court decree in domestic litigation. Dated: Name:I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT. Dated as of the ___ day of __________, ______. ---------------------- Signature ---------------------- Printed name

Consent of Spouse. I acknowledge In consideration of the execution of the foregoing Restricted Stock Award Agreement by The Macerich Company and The Macerich Partnership L.P., I, , the spouse of the Participant therein named, do hereby join with my spouse in executing the foregoing Restricted Stock Award Agreement and do hereby agree to be bound by all of the terms and provisions thereof and of the Plan. Dated: , . Signature of Spouse IRREVOCABLE POWER OF ATTORNEY (Coupled with an interest) KNOW ALL MEN BY THESE PRESENTS, that I have read the attached STOCKHOLDERS AGREEMENT hereby constitute and appoint Xxxxxx X. X'Xxxx and Xxxxxxx X. Xxxxx and their respective successors in office as Chief Financial Officer and Secretary of The Macerich Company (the “Agreement”"Company"), my true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for me and in my name, place and xxxxx, in any and all capacities, to sign any documents and to take any other action to effect the transfer and delivery of up to shares (the "Shares") of Common Stock of the Company issued in my name back to the Company in the event of any occurrence that requires the return to the Company of any or all of the Shares under the terms of the Company's 2003 Equity Incentive Plan (the "Plan") and the related Restricted Stock Award Agreement to me thereunder dated as of (the "Award"), each as amended from time to time. I further hereby grant unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying, confirming and approving all of the acts which said attorneys-in-fact and agents, each acting alone, or their respective substitute or substitutes, may lawfully do or cause to be done by virtue hereof. By this document I intend to create a power of attorney coupled with an interest in the Shares to be held by the Company pending satisfaction of conditions to vesting under the terms of the Award and the Plan for an indefinite period of time not less than 10 years. This power of attorney is a durable power of attorney and shall not be affected by my subsequent incapacity or disability or death. I understand that the Award and any continued benefits thereunder is subject to the condition that I grant and the Company or its agents hold an effective power of attorney to the effect set forth herein. This power of attorney is irrevocable by me at any time prior to the vesting of all of the Shares in accordance with the terms of the Award and the release of all restrictions on the Shares thereunder. Signature: Date Name: «Name» Place ASSIGNMENT SEPARATE FROM CERTIFICATE For Value Received, hereby sells[s], assign[s] and transfer[s] unto The Macerich Company (the "Corporation") Shares of the Common Stock of the Corporation standing in his/her name on the books of the Corporation and do hereby irrevocably constitute and appoint Xxxxxxx X. Xxxxx, attorney-in-fact, with full power of substitution to transfer said shares on the books of the Corporation. Dated: , 20 Signature: Name: «Name» THE MACERICH COMPANY RESTRICTED STOCK AWARD INFORMATION STATEMENT General Information This information statement has been executed by my spouse. I represent and acknowledge that I have been advised provided to retain counsel «Name» (the "Participant") in connection with the Agreement and either: (i) have declined to consult with counsel, or (ii) have consulted independent counsel with respect a Restricted Stock Award granted to the effects Participant by The Macerich Company, a Maryland corporation (the "Corporation"), pursuant to a Restricted Stock Award Agreement dated as of [March] , among the Agreement on my legal rightsParticipant, the Corporation and The Macerich Partnership, L.P. (the "Award Agreement") under the Corporation's 2003 Equity Incentive Plan (the "Plan"). Having considered such legal advice or declined Capitalized terms used herein as not otherwise defined herein shall have the meanings assigned to consult with counsel, I freely, voluntarily and knowingly execute this Consent of Spouse which may be attached to and made a part of the Agreement, and may be relied upon by the Company and its Stockholder as an inducement to enter into the Agreement or permit my spouse to enter into the Agreement. I represent and acknowledge that I understand fully the terms and conditions described them in the Agreement and I hereby consent the Plan. Restricted Stock issued to the Participant pursuant to the Award Agreement will be bound by represented in book entry form. This information statement is provided to the terms and conditions Participant pursuant to §2-210 of the Agreement as to my interest, whether as community property or otherwise, if any, in the Stockholder Shares owned or hereafter acquired by my spouseMaryland General Corporation Law. I agree that, in the event of divorce or the dissolution of my marriage to my present spouse or other legal division of property, I will transfer and sell, at the fair market value, to my spouse any and all interest I have or may acquire in the Company, and I further agree that a court may award such entire interest to my spouse as part of any such legal division of property. The foregoing agreement is not intended as a waiver of any community property or other ownership interest I may have in the Stockholder Shares of the Company, but only as an agreement to accept other property or assets of substantially equivalent value as part of any property settlement agreement or other legal division of property upon divorce or the dissolution of my marriage. I further agree, upon my death, to bequeath and devise to my spouse any and all interest I have or may acquire in the Stockholder Shares of the Company. I agree that the provisions governing the transfer of the Stockholder Shares will be fully binding and conclusive on all ownership interest I now have or hereafter may acquire in such stock and that I will have no legal or equitable right to retain all or any portion of such stock other than as set forth in the Agreement. I further agree to perform any acts or execute any documents or instruments necessary in the reasonable judgment of any party hereto to effectuate the purposes or intent, or to complete the performance of the Agreement, and I will take no action at any time to hinder operation of the Agreement with respect to any Stockholder Shares of the Company. I hereby agree that my spouse may join in any future amendment or modification of the Agreement without any further signature, acknowledgment, agreement or consent on my part, and hereby further agree that any interest which I may have in the Stockholder Shares will be subject to the provisions of the Agreement, as the same may be amended or modified. Dated: Name:Award Summary

Consent of Spouse. I If any individual Shareholder is married on the date of this Agreement, such Shareholder’s spouse shall execute and deliver to the Company a consent of spouse in the form of Exhibit C hereto (“Consent of Spouse”), effective on the date hereof. Notwithstanding the execution and delivery thereof, such consent shall not be deemed to confer or convey to the spouse any rights in such Shareholder’s Shares that do not otherwise exist by operation of law or the agreement of the parties. If any individual Shareholder should marry or remarry subsequent to the date of this Agreement, such Shareholder shall within thirty (30) days thereafter obtain his/her new spouse’s acknowledgement of and consent to the existence and binding effect of all restrictions contained in this Agreement by causing such spouse to execute and deliver a Consent of Spouse acknowledging the restrictions and obligations contained in this Agreement and agreeing and consenting to the same. [Signature Page Follows] The parties hereto have executed this Voting Agreement as of the date first written above. COMPANY: HYLETE, INC. By: /s/ /s/ Xxxxxx X. Xxxxxx, XX Xxxxxx X. Xxxxxx, XX Title: CEO Address: 000 Xxxxxxx Xxxxxx, Solana Beach, CA 92075 The parties hereto have executed this Voting Agreement as of the date first written above. INVESTORS: /s/ Xxxxxxxx Xxxx Xxxxxxxx Xxxx /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx /s/ Xxxxx Xxxx Xxxxx Xxxx /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx EXHIBIT A INVESTORS [attached hereto] EXHIBIT B LIST OF COMMON HOLDERS ATTACHED HERETO EXHIBIT C CONSENT OF SPOUSE I, [____________________], spouse of [______________], acknowledge that I have read the Voting Agreement, dated as of ____________ __, 2015, to which this Consent is attached STOCKHOLDERS AGREEMENT as Exhibit C (the “Agreement”) that has been executed by my spouse. I represent ), and acknowledge that I have been advised to retain counsel in connection with know the Agreement and either: (i) have declined to consult with counsel, or (ii) have consulted independent counsel with respect to the effects contents of the Agreement on my legal rights. Having considered such legal advice or declined to consult with counsel, I freely, voluntarily and knowingly execute this Consent of Spouse which may be attached to and made a part of the Agreement, and may be relied upon by the Company and its Stockholder as an inducement to enter into the Agreement or permit my spouse to enter into the Agreement. I represent and acknowledge am aware that I understand fully the terms and conditions described in the Agreement contains provisions regarding the voting and I hereby consent to be bound by the terms and conditions transfer of shares of capital stock of the Agreement as to my interest, whether as community property or otherwise, if any, in the Stockholder Shares owned or hereafter acquired by my spouse. I agree that, in the event of divorce or the dissolution of my marriage to my present spouse or other legal division of property, I will transfer and sell, at the fair market value, to Company that my spouse may own, including any and all interest I might have or may acquire in the Company, and I further agree that a court may award such entire interest to my spouse as part of any such legal division of property. The foregoing agreement is not intended as a waiver of any community property or other ownership interest I may have in the Stockholder Shares of the Company, but only as an agreement to accept other property or assets of substantially equivalent value as part of any property settlement agreement or other legal division of property upon divorce or the dissolution of my marriage. I further agree, upon my death, to bequeath and devise to my spouse any and all interest I have or may acquire in the Stockholder Shares of the Company. I agree that the provisions governing the transfer of the Stockholder Shares will be fully binding and conclusive on all ownership interest I now have or hereafter may acquire in such stock and that I will have no legal or equitable right to retain all or any portion of such stock other than as set forth in the Agreement. I further agree to perform any acts or execute any documents or instruments necessary in the reasonable judgment of any party hereto to effectuate the purposes or intent, or to complete the performance of the Agreement, and I will take no action at any time to hinder operation of the Agreement with respect to any Stockholder Shares of the Companytherein. I hereby agree that my spouse may join interest, if any, in any future amendment or modification shares of capital stock of the Company subject to the Agreement without any shall be irrevocably bound by the Agreement and further signature, acknowledgment, agreement or consent on my part, understand and hereby further agree that any community property interest which I may have in the Stockholder Shares will be subject to the provisions such shares of capital stock of the Company shall be similarly bound by the Agreement. I am aware that the legal, as financial and related matters contained in the same may be amended Agreement are complex and that I am free to seek independent professional guidance or modifiedcounsel with respect to this Consent. I have either sought such guidance or counsel or determined after reviewing the Agreement carefully that I will waive such right. Dated: Name:______________________ _______________________________ [Name of Spouse]

Consent of Spouse. I acknowledge that I have read The undersigned spouse of Dxxxx X. Xxxx by her execution hereof, hereby acknowledges and represents to the attached STOCKHOLDERS AGREEMENT (the “Agreement”) that has been executed by my spouse. I represent and acknowledge that I have been advised parties to retain counsel in connection with the this Agreement and eitheras follows: (i) that I have declined had the opportunity to consult with counsel, or (ii) have consulted independent counsel with respect to the effects of read the Agreement to which my signature is affixed and to ask questions of my spouse as to its meaning and effect on my legal rights. Having considered such legal advice or declined to consult with counsel, I freely, voluntarily and knowingly execute this Consent of Spouse which may be attached to and made a part of the Agreement, and may be relied upon by the Company and its Stockholder as an inducement to enter into the Agreement or permit my spouse to enter into the Agreement. I represent and acknowledge that I understand fully the terms and conditions described in the Agreement and I hereby consent to be bound by the terms and conditions of the Agreement as to my interest, whether as community property or otherwise, if any, in the Stockholder Shares owned or hereafter acquired by my spouse. I agree that, in the event of divorce or the dissolution of my marriage to my present spouse or other legal division of property, I will transfer and sell, at the fair market value, to my spouse any and all interest Shares; (ii) that I have either consulted an attorney as to the legal effect of the foregoing Agreement, or have consciously chosen not to do so; (iii) that I fully consent and agree to the terms and provisions of this Agreement insofar as it may acquire in the Company, and affect any interest that I further agree that a court may award such entire interest to my spouse as part of any such legal division of property. The foregoing agreement is not intended as a waiver of any community property or other ownership interest I may might have in the Stockholder Shares of the Company, but only as an agreement to accept other property or assets of substantially equivalent value as part of any property settlement agreement or other legal division of property upon divorce or the dissolution of my marriage. I further agree, upon my death, to bequeath and devise to Shares; (iv) that my spouse any has the sole power and all interest I have or may acquire in authority to sell the Stockholder Shares of the Company. I agree that the provisions governing the transfer of the Stockholder Shares will be fully binding and conclusive on all ownership interest I now have or hereafter may acquire in such stock and that I will have no legal or equitable right pursuant to retain all or any portion of such stock other than as set forth in the Agreement. I further agree to perform any acts or execute any documents or instruments necessary in the reasonable judgment of any party hereto to effectuate the purposes or intent, or to complete the performance of the Agreement, and I will take that my signature hereof shall in no action at any time to hinder operation of the Agreement with respect to any Stockholder Shares of the Company. I hereby agree way indicate or imply that my spouse may join does not possess such authority; and (v) that, if I do not have a community property interest in any future amendment or modification my spouse’s Shares, no such interest shall be implied by my signature hereon. Dxxx Xxxx Exhibit A Form of the Agreement without any further signatureStock Certificate Legend THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, acknowledgmentTHE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, agreement or consent on my part, and hereby further agree that any interest which I may have in the Stockholder Shares will be subject to the provisions of the Agreement, as the same may be amended or modified. Dated: Name:TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF THE COMPANY’S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

Consent of Spouse. I If the Holder is married as of the date of this Agreement, the Holder's spouse shall execute a Consent of Spouse in the form of Exhibit A hereto, effective as of the date hereof. Such consent shall not be deemed to confer or convey to the spouse any rights in the Restricted Shares that do not otherwise exist by operation of law or the agreement of the parties. If the Holder marries or remarries subsequent to the date hereof, the Holder shall, not later than 60 days thereafter, obtain the new spouse's acknowledgement of and consent to the existence and binding effect of all restrictions contained in this Agreement by such spouse's executing and delivering a Consent of Spouse in the form of Exhibit A. Exhibit A To Annex 1, Version 3 for 1999 Stock Plan CONSENT OF SPOUSE I, _______________, spouse of __________________, acknowledge that I have read the attached STOCKHOLDERS RESTRICTED STOCK PURCHASE AGREEMENT dated as of ___________________ (the “"Agreement”") that has been executed by my spouse. I represent to which this Consent is attached as Exhibit A and acknowledge that I know its contents. Capitalized terms used and not defined herein shall have been advised the meaning assigned to retain counsel such terms in connection with the Agreement and either: (i) have declined to consult with counsel, or (ii) have consulted independent counsel with respect to the effects of the Agreement on my legal rights. Having considered such legal advice or declined to consult with counsel, I freely, voluntarily and knowingly execute this Consent of Spouse which may be attached to and made a part of the Agreement, and may be relied upon by the Company and its Stockholder as an inducement to enter into the Agreement or permit my spouse to enter into the Agreement. I represent am aware that by its provisions the Restricted Shares granted to my spouse pursuant to the Agreement are subject to forfeiture and acknowledge a Lapsing Repurchase Right in favor of Time Warner Inc. (the "Company") and that, accordingly, the Company has the right to cause the forfeiture of and to repurchase up to all of the Restricted Shares of which I may become possessed as a result of a gift from my spouse or a court decree and/or any property settlement in any domestic litigation. I hereby agree that my interest, if any, in the Restricted Shares subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community property interest I understand fully may have in the terms Restricted Shares shall be similarly bound by the Agreement. I agree to the forfeiture provisions and conditions the Lapsing Repurchase Right described in the Agreement and I hereby consent to be bound the repurchase of the Restricted Shares by the terms Company and conditions the sale of the Agreement as to my interest, whether as community property or otherwise, if any, in the Stockholder Restricted Shares owned or hereafter acquired by my spouse. I agree that, in the event of divorce or the dissolution of my marriage to my present spouse or other my spouse's legal division of property, I will transfer and sell, at the fair market value, to my spouse any and all interest I have or may acquire representative in the Company, and I further agree that a court may award such entire interest to my spouse as part of any such legal division of property. The foregoing agreement is not intended as a waiver of any community property or other ownership interest I may have in the Stockholder Shares of the Company, but only as an agreement to accept other property or assets of substantially equivalent value as part of any property settlement agreement or other legal division of property upon divorce or the dissolution of my marriage. I further agree, upon my death, to bequeath and devise to my spouse any and all interest I have or may acquire in the Stockholder Shares of the Company. I agree that the provisions governing the transfer of the Stockholder Shares will be fully binding and conclusive on all ownership interest I now have or hereafter may acquire in such stock and that I will have no legal or equitable right to retain all or any portion of such stock other than as set forth in the Agreement. I further agree to perform any acts or execute any documents or instruments necessary in the reasonable judgment of any party hereto to effectuate the purposes or intent, or to complete the performance of the Agreement, and I will take no action at any time to hinder operation of the Agreement accordance with respect to any Stockholder Shares of the Company. I hereby agree that my spouse may join in any future amendment or modification of the Agreement without any further signature, acknowledgment, agreement or consent on my part, and hereby further agree that any interest which I may have in the Stockholder Shares will be subject to the provisions of the Agreement. Further, as part of the consideration for the Agreement, I agree that at my death, if I have not disposed of any interest of mine in the Restricted Shares by an outright bequest of the Restricted Shares to my spouse, then the Company shall have the same may be amended or modifiedrights against my legal representative to exercise its rights of repurchase with respect to any interest of mine in the Restricted Shares as it would have had pursuant to the Agreement if I had acquired the Restricted Shares pursuant to a court decree in domestic litigation. Dated: Name:I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT. Dated as of the ___ day of __________, ______. ---------------------- Signature ---------------------- Printed name

Consent of Spouse. If the Director is married as of the date of this Agreement, the Director’s spouse shall execute a Consent of Spouse in the form of Exhibit B hereto, effective as of the date hereof. Such consent shall not be deemed to confer or convey to the spouse any rights in the Shares that do not otherwise exist by operation of law or the agreement of the parties. If the Director marries or remarries subsequent to the date hereof, the Director shall, not later than 60 days thereafter, obtain his or her new spouse’s acknowledgement of and consent to the existence and binding effect of Section 12 of this Agreement by such spouse’s executing and delivering a Consent of Spouse in the form of Exhibit B. Exhibit A NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION [Form for Unregistered Shares] To: NEXX SYSTEMS, INC. Ladies and Gentlemen: I hereby exercise my Non-Qualified Stock Option to purchase ___________ shares (the “Shares”) of the common stock, $.001 par value, of Nexx Systems, Inc. (the “Company”), at the exercise price of $____ per share, pursuant to and subject to the terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company dated _________, 200_. I am aware that the Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws. I understand that the reliance by the Company on exemptions under the 1933 Act is predicated in part upon the truth and accuracy of the statements by me in this Notice of Exercise. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Shares; (2) I have had the opportunity to ask questions concerning the Shares and the Company and all questions posed have been answered to my satisfaction; (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Shares and the Company; and (4) I have such knowledge and experience in financial and business matters that I am able to evaluate the merits and risks of purchasing the Shares and to make an informed investment decision relating thereto. I hereby represent and warrant that I am purchasing the Shares for my own personal account for investment and not with a view to the sale or distribution of all or any part of the Shares. I understand that because the Shares have not been registered under the 1933 Act, I must continue to bear the economic risk of the investment for an indefinite time and the Shares cannot be sold unless the Shares are subsequently registered under applicable federal and state securities laws or an exemption from such registration requirements is available. I agree that I will in no event sell or distribute or otherwise dispose of all or any part of the Shares unless (1) there is an effective registration statement under the 1933 Act and applicable state securities laws covering any such transaction involving the Shares or (2) the Company receives an opinion of my legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration. I consent to the placing of a legend on my certificate for the Shares stating that the Shares have not been registered and setting forth the restriction on transfer contemplated hereby and to the placing of a stop transfer order on the books of the Company and with any transfer agents against the Shares until the Shares may be legally resold or distributed without restriction. I understand that at the present time Rule 144 of the Securities and Exchange Commission (the “SEC”) may not be relied on for the resale or distribution of the Shares by me. I understand that the Company has no obligation to me to register the sale of the Shares with the SEC and has not represented to me that it will register the sale of the Shares. I understand the terms and restrictions on the right to dispose of the Shares set forth in the 2003 Employee, Director and Director Stock Option Plan and the Non-Qualified Stock Option Agreement, both of which I have carefully reviewed. I consent to the placing of a legend on my certificate for the Shares referring to such restriction and the placing of stop transfer orders until the Shares may be transferred in accordance with the terms of such restrictions. I have considered the Federal, state and local income tax implications of the exercise of my Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the stock certificate for the Shares (check one): o to me; or o to me and ________________, as joint tenants with right of survivorship and mail the certificate to me at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above is: __________________________________________ __________________________________________ __________________________________________ Very truly yours, Director (signature) Print Name Date Social Security Number Exhibit A NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION [Form For Registered Shares] TO: NEXX SYSTEMS, INC. IMPORTANT NOTICE: This form of Notice of Exercise may only be used at such time as the Company has filed a Registration Statement with the Securities and Exchange Commission under which the issuance of the Shares for which this exercise is being made is registered and such Registration Statement remains effective. Ladies and Gentlemen: I hereby exercise my Non-Qualified Stock Option to purchase _________ shares (the “Shares”) of the common stock, $.001 par value, of NEXX Systems, Inc. (the “Company”), at the exercise price of $________ per share, pursuant to and subject to the terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company dated _______________, 200_. I understand the nature of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with competent tax and legal advisors about the relevant national, state and local income tax and securities laws affecting the exercise of the Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the Shares (check one): o to me; or o to me and ____________________________, as joint tenants with right of survivorship, at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above is: __________________________________________ __________________________________________ __________________________________________ Very truly yours, Director (signature) Print Name Date Social Security Number Exhibit B CONSENT OF SPOUSE I, ____________________________, spouse of _____________________________, acknowledge that I have read the attached STOCKHOLDERS AGREEMENT Non-Qualified Stock Option Agreement dated as of _______________, 200__ (the “Agreement”) that has been executed by my spouse. I represent to which this Consent is attached as Exhibit B and acknowledge that I know its contents. Capitalized terms used and not defined herein shall have been advised the meanings assigned to retain counsel such terms in connection with the Agreement and either: (i) have declined to consult with counsel, or (ii) have consulted independent counsel with respect to the effects of the Agreement on my legal rights. Having considered such legal advice or declined to consult with counsel, I freely, voluntarily and knowingly execute this Consent of Spouse which may be attached to and made a part of the Agreement, and may be relied upon by the Company and its Stockholder as an inducement to enter into the Agreement or permit my spouse to enter into the Agreement. I represent and acknowledge am aware that I understand fully by its provisions the terms and conditions described Shares granted to my spouse pursuant to the Agreement are subject to a limitation on resale in the Agreement event of an initial public offering of securities of NEXX SYSTEMS, INC. (the “Company”) and that, accordingly, my spouse may not be able to immediately resell shares within the first 180 days following the closing of an initial public offering of the Company’s securities. I hereby consent to be bound by the terms and conditions of the Agreement as to agree that my interest, whether as community property or otherwise, if any, in the Stockholder Shares owned or hereafter acquired subject to the Agreement shall be irrevocably bound by my spouse. I agree that, in the event of divorce or the dissolution of my marriage to my present spouse or other legal division of property, I will transfer Agreement and sell, at the fair market value, to my spouse any further understand and all interest I have or may acquire in the Company, and I further agree that a court may award such entire interest to my spouse as part of any such legal division of property. The foregoing agreement is not intended as a waiver of any community property or other ownership interest I may have in the Stockholder Shares of the Company, but only as an agreement to accept other property or assets of substantially equivalent value as part of any property settlement agreement or other legal division of property upon divorce or the dissolution of my marriage. I further agree, upon my death, to bequeath and devise to my spouse any and all interest I have or may acquire in the Stockholder Shares of the Company. I agree that the provisions governing the transfer of the Stockholder Shares will shall be fully binding and conclusive on all ownership interest I now have or hereafter may acquire in such stock and that I will have no legal or equitable right to retain all or any portion of such stock other than as set forth in similarly bound by the Agreement. I further agree to perform any acts or execute any documents or instruments necessary in the reasonable judgment of any party hereto to effectuate the purposes or intentAM AWARE THAT THE LEGAL, or to complete the performance FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT. Dated as of the Agreement_______ day of ________________, and I will take no action at any time to hinder operation of the Agreement with respect to any Stockholder Shares of the Company200__. I hereby agree that my spouse may join in any future amendment or modification of the Agreement without any further signature, acknowledgment, agreement or consent on my part, and hereby further agree that any interest which I may have in the Stockholder Shares will be subject to the provisions of the Agreement, as the same may be amended or modified. Dated: Name:Signed____________________________________ Printed Name ____________________________________

Consent of Spouse. I If the Holder is married as of the date of this Agreement, the Holder's spouse shall execute a Consent of Spouse in the form of Exhibit A hereto, effective as of the date hereof. Such consent shall not be deemed to confer or convey to the spouse any rights in the Restricted Shares that do not otherwise exist by operation of law or the agreement of the parties. If the Holder marries or remarries subsequent to the date hereof, the Holder shall, not later than 60 days thereafter, obtain the new spouse's acknowledgement of and consent to the existence and binding effect of all restrictions contained in this Agreement by such spouse's executing and delivering a Consent of Spouse in the form of Exhibit A. Exhibit A CONSENT OF SPOUSE I, _______________, spouse of __________________, acknowledge that I have read the attached STOCKHOLDERS RESTRICTED SHARES AGREEMENT dated as of ___________________ (the “"Agreement”") that has been executed by my spouse. I represent to which this Consent is attached as Exhibit A and acknowledge that I know its contents. Capitalized terms used and not defined herein shall have been advised the meaning assigned to retain counsel such terms in connection with the Agreement and either: (i) have declined to consult with counsel, or (ii) have consulted independent counsel with respect to the effects of the Agreement on my legal rights. Having considered such legal advice or declined to consult with counsel, I freely, voluntarily and knowingly execute this Consent of Spouse which may be attached to and made a part of the Agreement, and may be relied upon by the Company and its Stockholder as an inducement to enter into the Agreement or permit my spouse to enter into the Agreement. I represent am aware that by its provisions the Restricted Shares granted to my spouse pursuant to the Agreement are subject to forfeiture in favor of Time Warner Inc. (the "Company") and acknowledge that, accordingly, the Company has the right to cause the forfeiture of and to repurchase up to all of the Restricted Shares of which I may become possessed as a result of a gift from my spouse or a court decree and/or any property settlement in any domestic litigation. I hereby agree that my interest, if any, in the Restricted Shares subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community property interest I understand fully may have in the terms and conditions Restricted Shares shall be similarly bound by the Agreement. I agree to the forfeiture provisions described in the Agreement and I hereby consent to be bound by the terms and conditions forfeiture of the Agreement as Restricted Shares to my interest, whether as community property or otherwise, if any, the Company in the Stockholder Shares owned or hereafter acquired by my spouse. I agree that, in the event of divorce or the dissolution of my marriage to my present spouse or other legal division of property, I will transfer and sell, at the fair market value, to my spouse any and all interest I have or may acquire in the Company, and I further agree that a court may award such entire interest to my spouse as part of any such legal division of property. The foregoing agreement is not intended as a waiver of any community property or other ownership interest I may have in the Stockholder Shares of the Company, but only as an agreement to accept other property or assets of substantially equivalent value as part of any property settlement agreement or other legal division of property upon divorce or the dissolution of my marriage. I further agree, upon my death, to bequeath and devise to my spouse any and all interest I have or may acquire in the Stockholder Shares of the Company. I agree that the provisions governing the transfer of the Stockholder Shares will be fully binding and conclusive on all ownership interest I now have or hereafter may acquire in such stock and that I will have no legal or equitable right to retain all or any portion of such stock other than as set forth in the Agreement. I further agree to perform any acts or execute any documents or instruments necessary in the reasonable judgment of any party hereto to effectuate the purposes or intent, or to complete the performance of the Agreement, and I will take no action at any time to hinder operation of the Agreement accordance with respect to any Stockholder Shares of the Company. I hereby agree that my spouse may join in any future amendment or modification of the Agreement without any further signature, acknowledgment, agreement or consent on my part, and hereby further agree that any interest which I may have in the Stockholder Shares will be subject to the provisions of the Agreement. Further, as part of the consideration for the Agreement, I agree that at my death, if I have not disposed of any interest of mine in the Restricted Shares by an outright bequest of the Restricted Shares to my spouse, then the Company shall have the same may be amended or modifiedrights against my legal representative to exercise its rights of repurchase with respect to any interest of mine in the Restricted Shares as it would have had pursuant to the Agreement if I had acquired the Restricted Shares pursuant to a court decree in domestic litigation. Dated: Name:I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT. Dated as of the ___ day of __________, ______. ---------------------- Signature ---------------------- Printed name

Consent of Spouse. If the Employee is married as of the date of this Agreement, the Employee’s spouse shall execute a Consent of Spouse in the form of Exhibit B hereto, effective as of the date hereof. Such consent shall not be deemed to confer or convey to the spouse any rights in the Shares that do not otherwise exist by operation of law or the agreement of the parties. If the Employee marries or remarries subsequent to the date hereof, the Employee shall, not later than 60 days thereafter, obtain his or her new spouse’s acknowledgement of and consent to the existence and binding effect of Section 12 of this Agreement by such spouse’s executing and delivering a Consent of Spouse in the form of Exhibit B. Exhibit A NOTICE OF EXERCISE OF INCENTIVE STOCK OPTION [Form for Unregistered Shares] To: NEXX SYSTEMS, INC. Ladies and Gentlemen: I hereby exercise my Incentive Stock Option to purchase ___________ shares (the “Shares”) of the common stock, $.001 par value, of Nexx Systems, Inc. (the “Company”), at the exercise price of $____ per share, pursuant to and subject to the terms of that certain Incentive Stock Option Agreement between the undersigned and the Company dated _________, 200_. I am aware that the Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws. I understand that the reliance by the Company on exemptions under the 1933 Act is predicated in part upon the truth and accuracy of the statements by me in this Notice of Exercise. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Shares; (2) I have had the opportunity to ask questions concerning the Shares and the Company and all questions posed have been answered to my satisfaction; (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Shares and the Company; and (4) I have such knowledge and experience in financial and business matters that I am able to evaluate the merits and risks of purchasing the Shares and to make an informed investment decision relating thereto. I hereby represent and warrant that I am purchasing the Shares for my own personal account for investment and not with a view to the sale or distribution of all or any part of the Shares. I understand that because the Shares have not been registered under the 1933 Act, I must continue to bear the economic risk of the investment for an indefinite time and the Shares cannot be sold unless the Shares are subsequently registered under applicable federal and state securities laws or an exemption from such registration requirements is available. I agree that I will in no event sell or distribute or otherwise dispose of all or any part of the Shares unless (1) there is an effective registration statement under the 1933 Act and applicable state securities laws covering any such transaction involving the Shares or (2) the Company receives an opinion of my legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration. I consent to the placing of a legend on my certificate for the Shares stating that the Shares have not been registered and setting forth the restriction on transfer contemplated hereby and to the placing of a stop transfer order on the books of the Company and with any transfer agents against the Shares until the Shares may be legally resold or distributed without restriction. I understand that at the present time Rule 144 of the Securities and Exchange Commission (the “SEC”) may not be relied on for the resale or distribution of the Shares by me. I understand that the Company has no obligation to me to register the sale of the Shares with the SEC and has not represented to me that it will register the sale of the Shares. I understand the terms and restrictions on the right to dispose of the Shares set forth in the 2003 Employee, Director and Consultant Stock Option Plan and the Incentive Stock Option Agreement, both of which I have carefully reviewed. I consent to the placing of a legend on my certificate for the Shares referring to such restriction and the placing of stop transfer orders until the Shares may be transferred in accordance with the terms of such restrictions. I have considered the Federal, state and local income tax implications of the exercise of my Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the stock certificate for the Shares (check one): o to me; or o to me and ________________, as joint tenants with right of survivorship and mail the certificate to me at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above is: __________________________________________ __________________________________________ Very truly yours, Employee (signature) Print Name Date Social Security Number Exhibit A NOTICE OF EXERCISE OF INCENTIVE STOCK OPTION [Form For Registered Shares] TO: NEXX SYSTEMS, INC. IMPORTANT NOTICE: This form of Notice of Exercise may only be used at such time as the Company has filed a Registration Statement with the Securities and Exchange Commission under which the issuance of the Shares for which this exercise is being made is registered and such Registration Statement remains effective. Ladies and Gentlemen: I hereby exercise my Incentive Stock Option to purchase _________ shares (the “Shares”) of the common stock, $.001 par value, of NEXX Systems, Inc. (the “Company”), at the exercise price of $________ per share, pursuant to and subject to the terms of that certain Incentive Stock Option Agreement between the undersigned and the Company dated _______________, 200_. I understand the nature of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with competent tax and legal advisors about the relevant national, state and local income tax and securities laws affecting the exercise of the Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the Shares (check one): o to me; or o to me and ____________________________, as joint tenants with right of survivorship, at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above, is: __________________________________________ __________________________________________ __________________________________________ Very truly yours, Employee (signature) Print Name Date Social Security Number Exhibit B CONSENT OF SPOUSE I, ____________________________, spouse of _____________________________, acknowledge that I have read the attached STOCKHOLDERS AGREEMENT Incentive Stock Option Agreement dated as of _______________, 200__ (the “Agreement”) that has been executed by my spouse. I represent to which this Consent is attached as Exhibit B and acknowledge that I know its contents. Capitalized terms used and not defined herein shall have been advised the meanings assigned to retain counsel such terms in connection with the Agreement and either: (i) have declined to consult with counsel, or (ii) have consulted independent counsel with respect to the effects of the Agreement on my legal rights. Having considered such legal advice or declined to consult with counsel, I freely, voluntarily and knowingly execute this Consent of Spouse which may be attached to and made a part of the Agreement, and may be relied upon by the Company and its Stockholder as an inducement to enter into the Agreement or permit my spouse to enter into the Agreement. I represent and acknowledge am aware that I understand fully by its provisions the terms and conditions described Shares granted to my spouse pursuant to the Agreement are subject to a limitation on resale in the Agreement event of an initial public offering of securities of NEXX SYSTEMS, INC. (the “Company”) and that, accordingly, my spouse may not be able to immediately resell shares within the first 180 days following the closing of an initial public offering of the Company’s securities. I hereby consent to be bound by the terms and conditions of the Agreement as to agree that my interest, whether as community property or otherwise, if any, in the Stockholder Shares owned or hereafter acquired subject to the Agreement shall be irrevocably bound by my spouse. I agree that, in the event of divorce or the dissolution of my marriage to my present spouse or other legal division of property, I will transfer Agreement and sell, at the fair market value, to my spouse any further understand and all interest I have or may acquire in the Company, and I further agree that a court may award such entire interest to my spouse as part of any such legal division of property. The foregoing agreement is not intended as a waiver of any community property or other ownership interest I may have in the Stockholder Shares of the Company, but only as an agreement to accept other property or assets of substantially equivalent value as part of any property settlement agreement or other legal division of property upon divorce or the dissolution of my marriage. I further agree, upon my death, to bequeath and devise to my spouse any and all interest I have or may acquire in the Stockholder Shares of the Company. I agree that the provisions governing the transfer of the Stockholder Shares will shall be fully binding and conclusive on all ownership interest I now have or hereafter may acquire in such stock and that I will have no legal or equitable right to retain all or any portion of such stock other than as set forth in similarly bound by the Agreement. I further agree to perform any acts or execute any documents or instruments necessary in the reasonable judgment of any party hereto to effectuate the purposes or intentAM AWARE THAT THE LEGAL, or to complete the performance FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT. Dated as of the Agreement_______ day of ________________, and I will take no action at any time to hinder operation of the Agreement with respect to any Stockholder Shares of the Company200__. I hereby agree that my spouse may join in any future amendment or modification of the Agreement without any further signature, acknowledgment, agreement or consent on my part, and hereby further agree that any interest which I may have in the Stockholder Shares will be subject to the provisions of the Agreement, as the same may be amended or modified. Dated: Name:Signed____________________________________ Printed Name ____________________________________

Consent of Spouse. If the Employee is married as of the date of this Agreement, the Employee’s spouse shall execute a Consent of Spouse in the form of Exhibit B hereto, effective as of the date hereof. Such consent shall not be deemed to confer or convey to the spouse any rights in the Shares that do not otherwise exist by operation of law or the agreement of the parties. If the Employee marries or remarries subsequent to the date hereof, the Employee shall, not later than 60 days thereafter, obtain his or her new spouse’s acknowledgement of and consent to the existence and binding effect of Section 12 of this Agreement by such spouse’s executing and delivering a Consent of Spouse in the form of Exhibit B. Exhibit A NOTICE OF EXERCISE OF NON-QUALFNON-QUALIFIED STOCK OPTION [Form for Unregistered Shares] To: NEXX SYSTEMS, INC. Ladies and Gentlemen: I hereby exercise my Non-Qualified Stock Option to purchase ___________ shares (the “Shares”) of the common stock, $.001 par value, of Nexx Systems, Inc. (the “Company”), at the exercise price of $____ per share, pursuant to and subject to the terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company dated _________, 200_. I am aware that the Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws. I understand that the reliance by the Company on exemptions under the 1933 Act is predicated in part upon the truth and accuracy of the statements by me in this Notice of Exercise. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Shares; (2) I have had the opportunity to ask questions concerning the Shares and the Company and all questions posed have been answered to my satisfaction; (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Shares and the Company; and (4) I have such knowledge and experience in financial and business matters that I am able to evaluate the merits and risks of purchasing the Shares and to make an informed investment decision relating thereto. I hereby represent and warrant that I am purchasing the Shares for my own personal account for investment and not with a view to the sale or distribution of all or any part of the Shares. I understand that because the Shares have not been registered under the 1933 Act, I must continue to bear the economic risk of the investment for an indefinite time and the Shares cannot be sold unless the Shares are subsequently registered under applicable federal and state securities laws or an exemption from such registration requirements is available. I agree that I will in no event sell or distribute or otherwise dispose of all or any part of the Shares unless (1) there is an effective registration statement under the 1933 Act and applicable state securities laws covering any such transaction involving the Shares or (2) the Company receives an opinion of my legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration. I consent to the placing of a legend on my certificate for the Shares stating that the Shares have not been registered and setting forth the restriction on transfer contemplated hereby and to the placing of a stop transfer order on the books of the Company and with any transfer agents against the Shares until the Shares may be legally resold or distributed without restriction. I understand that at the present time Rule 144 of the Securities and Exchange Commission (the “SEC”) may not be relied on for the resale or distribution of the Shares by me. I understand that the Company has no obligation to me to register the sale of the Shares with the SEC and has not represented to me that it will register the sale of the Shares. I understand the terms and restrictions on the right to dispose of the Shares set forth in the 2003 Employee, Director and Consultant Stock Option Plan and the Non-Qualified Stock Option Agreement, both of which I have carefully reviewed. I consent to the placing of a legend on my certificate for the Shares referring to such restriction and the placing of stop transfer orders until the Shares may be transferred in accordance with the terms of such restrictions. I have considered the Federal, state and local income tax implications of the exercise of my Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the stock certificate for the Shares (check one): o to me; or o to me and ________________, as joint tenants with right of survivorship and mail the certificate to me at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above is: __________________________________________ __________________________________________ Very truly yours, Employee (signature) Print Name Date Social Security Number Exhibit A NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION [Form For Registered Shares] TO: NEXX SYSTEMS, INC. IMPORTANT NOTICE: This form of Notice of Exercise may only be used at such time as the Company has filed a Registration Statement with the Securities and Exchange Commission under which the issuance of the Shares for which this exercise is being made is registered and such Registration Statement remains effective. Ladies and Gentlemen: I hereby exercise my Non-Qualified Stock Option to purchase _________ shares (the “Shares”) of the common stock, $.001 par value, of NEXX Systems, Inc. (the “Company”), at the exercise price of $________ per share, pursuant to and subject to the terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company dated _______________, 200_. I understand the nature of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with competent tax and legal advisors about the relevant national, state and local income tax and securities laws affecting the exercise of the Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the Shares (check one): o to me; or o to me and ____________________________, as joint tenants with right of survivorship, at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above is: __________________________________________ __________________________________________ __________________________________________ Very truly yours, Employee (signature) Print Name Date Social Security Number Exhibit B CONSENT OF SPOUSE I, ____________________________, spouse of _____________________________, acknowledge that I have read the attached STOCKHOLDERS AGREEMENT Non-Qualified Stock Option Agreement dated as of _______________, 200__ (the “Agreement”) that has been executed by my spouse. I represent to which this Consent is attached as Exhibit B and acknowledge that I know its contents. Capitalized terms used and not defined herein shall have been advised the meanings assigned to retain counsel such terms in connection with the Agreement and either: (i) have declined to consult with counsel, or (ii) have consulted independent counsel with respect to the effects of the Agreement on my legal rights. Having considered such legal advice or declined to consult with counsel, I freely, voluntarily and knowingly execute this Consent of Spouse which may be attached to and made a part of the Agreement, and may be relied upon by the Company and its Stockholder as an inducement to enter into the Agreement or permit my spouse to enter into the Agreement. I represent and acknowledge am aware that I understand fully by its provisions the terms and conditions described Shares granted to my spouse pursuant to the Agreement are subject to a limitation on resale in the Agreement event of an initial public offering of securities of NEXX SYSTEMS, INC. (the “Company”) and that, accordingly, my spouse may not be able to immediately resell shares within the first 180 days following the closing of an initial public offering of the Company’s securities. I hereby consent to be bound by the terms and conditions of the Agreement as to agree that my interest, whether as community property or otherwise, if any, in the Stockholder Shares owned or hereafter acquired subject to the Agreement shall be irrevocably bound by my spouse. I agree that, in the event of divorce or the dissolution of my marriage to my present spouse or other legal division of property, I will transfer Agreement and sell, at the fair market value, to my spouse any further understand and all interest I have or may acquire in the Company, and I further agree that a court may award such entire interest to my spouse as part of any such legal division of property. The foregoing agreement is not intended as a waiver of any community property or other ownership interest I may have in the Stockholder Shares of the Company, but only as an agreement to accept other property or assets of substantially equivalent value as part of any property settlement agreement or other legal division of property upon divorce or the dissolution of my marriage. I further agree, upon my death, to bequeath and devise to my spouse any and all interest I have or may acquire in the Stockholder Shares of the Company. I agree that the provisions governing the transfer of the Stockholder Shares will shall be fully binding and conclusive on all ownership interest I now have or hereafter may acquire in such stock and that I will have no legal or equitable right to retain all or any portion of such stock other than as set forth in similarly bound by the Agreement. I further agree to perform any acts or execute any documents or instruments necessary in the reasonable judgment of any party hereto to effectuate the purposes or intentAM AWARE THAT THE LEGAL, or to complete the performance FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT. Dated as of the Agreement_______ day of ________________, and I will take no action at any time to hinder operation of the Agreement with respect to any Stockholder Shares of the Company200__. I hereby agree that my spouse may join in any future amendment or modification of the Agreement without any further signature, acknowledgment, agreement or consent on my part, and hereby further agree that any interest which I may have in the Stockholder Shares will be subject to the provisions of the Agreement, as the same may be amended or modified. Dated: Name:Signed____________________________________ Printed Name ____________________________________

Consent of Spouse. I acknowledge that I I, , spouse of (“Shareholder”), have read and hereby approve the attached STOCKHOLDERS AGREEMENT foregoing Voting Agreement (the “Agreement”) that has been executed ). In consideration of the benefits to which Shareholder is entitled under the Agreement, I hereby agree to be irrevocably bound by my spouse. I represent and acknowledge that I have been advised to retain counsel in connection with the Agreement and either: (i) have declined to consult with counsel, further agree that any community property or (ii) have consulted independent counsel other such interest shall be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the effects Agreement. Spouse of Shareholder EXHIBIT A IRREVOCABLE PROXY The undersigned shareholder of U & I Financial Corp., a Washington corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes Xxxxx X. Xxx and Xxxx Xxx, President and Secretary, respectively, of Hope Bancorp, Inc., a Delaware corporation (“Buyer”), and each of them, the attorneys and proxies of the Agreement on my legal rights. Having considered such legal advice or declined undersigned, with full power of substitution and resubstitution, to consult the extent set forth below, to exercise all voting and other rights with counsel, I freely, voluntarily and knowingly execute this Consent respect to (a) the shares of Spouse which may be attached to and made a part common stock of the AgreementCompany owned (of record or beneficially) by the undersigned as of the date of this proxy, which shares are specified on the final page of this proxy, and (b) any and all other shares of common stock of the Company that the undersigned may be relied upon acquire (of record or beneficially) after the date hereof (all such shares described in clause (a) or (b) being collectively referred to herein as the “Shares”). Upon the execution hereof, all prior proxies given by the Company undersigned with respect to any of the Shares are hereby revoked, and its Stockholder no subsequent proxies will be given with respect to any of the Shares. This proxy is granted as an a material inducement to, and in consideration of, Buyer’s willingness to enter into the Agreement or permit my spouse to enter into and Plan of Merger (the “Merger Agreement. I represent and acknowledge that I understand fully the terms and conditions described in the Agreement and I hereby consent to be bound by the terms and conditions ”), dated as of the Agreement as to my interestdate hereof, whether as community property or otherwise, if any, in the Stockholder Shares owned or hereafter acquired by my spouse. I agree that, in the event of divorce or the dissolution of my marriage to my present spouse or other legal division of property, I will transfer between Buyer and sell, at the fair market value, to my spouse any and all interest I have or may acquire in the Company, which provides for the merger of the Company with and I further agree into Buyer (the “Merger”) and the merger of UniBank, a Washington state-chartered bank and wholly-owned subsidiary of the Company (“Company Bank”), with and into Bank of Hope, a California state-chartered bank and wholly-owned subsidiary of Buyer (“Buyer Bank”). This proxy is irrevocable, is coupled with an interest and is granted in connection with the Voting Agreement (the “Voting Agreement”), dated as of the date hereof, between Buyer and the undersigned. Capitalized terms used in this proxy that a court may award such entire interest to my spouse as part of any such legal division of propertyare not otherwise defined shall have the meanings ascribed thereto in the Voting Agreement. The foregoing agreement is not intended as a waiver of attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any community property or other ownership interest I may have in time until the Stockholder Shares Expiration Date at any meeting of the Company’s shareholders, but only as an agreement to accept other property or assets of substantially equivalent value as part of however called, and in any property settlement agreement or other legal division of property upon divorce or the dissolution of my marriage. I further agree, upon my death, to bequeath and devise to my spouse any and all interest I have or may acquire in the Stockholder Shares action by consent of the Company. I agree that the provisions governing the transfer ’s shareholders in lieu of the Stockholder Shares will be fully binding and conclusive on all ownership interest I now have or hereafter may acquire in such stock and that I will have no legal or equitable right to retain all or any portion of such stock other than as set forth in the Agreement. I further agree to perform any acts or execute any documents or instruments necessary in the reasonable judgment of any party hereto to effectuate the purposes or intent, or to complete the performance of the Agreement, and I will take no action at any time to hinder operation of the Agreement with respect to any Stockholder Shares of the Company. I hereby agree that my spouse may join in any future amendment or modification of the Agreement without any further signature, acknowledgment, agreement or consent on my part, and hereby further agree that any interest which I may have in the Stockholder Shares will be subject to the provisions of the Agreement, as the same may be amended or modified. Dated: Namea meeting:

Consent of Spouse. If the Consultant is married as of the date of this Agreement, the Consultant’s spouse shall execute a Consent of Spouse in the form of Exhibit B hereto, effective as of the date hereof. Such consent shall not be deemed to confer or convey to the spouse any rights in the Shares that do not otherwise exist by operation of law or the agreement of the parties. If the Consultant marries or remarries subsequent to the date hereof, the Consultant shall, not later than 60 days thereafter, obtain his or her new spouse’s acknowledgement of and consent to the existence and binding effect of Section 12 of this Agreement by such spouse’s executing and delivering a Consent of Spouse in the form of Exhibit B. Exhibit A NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION [Form for Unregistered Shares] To: NEXX SYSTEMS, INC. Ladies and Gentlemen: I hereby exercise my Non-Qualified Stock Option to purchase ___________ shares (the “Shares”) of the common stock, $.001 par value, of Nexx Systems, Inc. (the “Company”), at the exercise price of $____ per share, pursuant to and subject to the terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company dated _________, 200_. I am aware that the Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws. I understand that the reliance by the Company on exemptions under the 1933 Act is predicated in part upon the truth and accuracy of the statements by me in this Notice of Exercise. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Shares; (2) I have had the opportunity to ask questions concerning the Shares and the Company and all questions posed have been answered to my satisfaction; (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Shares and the Company; and (4) I have such knowledge and experience in financial and business matters that I am able to evaluate the merits and risks of purchasing the Shares and to make an informed investment decision relating thereto. I hereby represent and warrant that I am purchasing the Shares for my own personal account for investment and not with a view to the sale or distribution of all or any part of the Shares. I understand that because the Shares have not been registered under the 1933 Act, I must continue to bear the economic risk of the investment for an indefinite time and the Shares cannot be sold unless the Shares are subsequently registered under applicable federal and state securities laws or an exemption from such registration requirements is available. I agree that I will in no event sell or distribute or otherwise dispose of all or any part of the Shares unless (1) there is an effective registration statement under the 1933 Act and applicable state securities laws covering any such transaction involving the Shares or (2) the Company receives an opinion of my legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration. I consent to the placing of a legend on my certificate for the Shares stating that the Shares have not been registered and setting forth the restriction on transfer contemplated hereby and to the placing of a stop transfer order on the books of the Company and with any transfer agents against the Shares until the Shares may be legally resold or distributed without restriction. I understand that at the present time Rule 144 of the Securities and Exchange Commission (the “SEC”) may not be relied on for the resale or distribution of the Shares by me. I understand that the Company has no obligation to me to register the sale of the Shares with the SEC and has not represented to me that it will register the sale of the Shares. I understand the terms and restrictions on the right to dispose of the Shares set forth in the 2003 Employee, Director and Consultant Stock Option Plan and the Non-Qualified Stock Option Agreement, both of which I have carefully reviewed. I consent to the placing of a legend on my certificate for the Shares referring to such restriction and the placing of stop transfer orders until the Shares may be transferred in accordance with the terms of such restrictions. I have considered the Federal, state and local income tax implications of the exercise of my Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the stock certificate for the Shares (check one): o#160;to me; or o to me and ________________, as joint tenants with right of survivorship and mail the certificate to me at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above is: __________________________________________ __________________________________________ Very truly yours, Consultant (signature) Print Name Date Social Security Number Exhibit A NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION [Form For Registered Shares] TO: NEXX SYSTEMS, INC. IMPORTANT NOTICE: This form of Notice of Exercise may only be used at such time as the Company has filed a Registration Statement with the Securities and Exchange Commission under which the issuance of the Shares for which this exercise is being made is registered and such Registration Statement remains effective. Ladies and Gentlemen: I hereby exercise my Non-Qualified Stock Option to purchase _________ shares (the “Shares”) of the common stock, $.001 par value, of NEXX Systems, Inc. (the “Company”), at the exercise price of $________ per share, pursuant to and subject to the terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company dated _______________, 200_. I understand the nature of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with competent tax and legal advisors about the relevant national, state and local income tax and securities laws affecting the exercise of the Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: Please issue the Shares (check one): o to me; or o to me and ____________________________, as joint tenants with right of survivorship, at the following address: __________________________________________ __________________________________________ __________________________________________ My mailing address for shareholder communications, if different from the address listed above is: __________________________________________ __________________________________________ __________________________________________ Very truly yours, Consultant (signature) Print Name Date Social Security Number Exhibit B CONSENT OF SPOUSE I, ____________________________, spouse of _____________________________, acknowledge that I have read the attached STOCKHOLDERS AGREEMENT Non-Qualified Stock Option Agreement dated as of _______________, 200__ (the “Agreement”) that has been executed by my spouse. I represent to which this Consent is attached as Exhibit B and acknowledge that I know its contents. Capitalized terms used and not defined herein shall have been advised the meanings assigned to retain counsel such terms in connection with the Agreement and either: (i) have declined to consult with counsel, or (ii) have consulted independent counsel with respect to the effects of the Agreement on my legal rights. Having considered such legal advice or declined to consult with counsel, I freely, voluntarily and knowingly execute this Consent of Spouse which may be attached to and made a part of the Agreement, and may be relied upon by the Company and its Stockholder as an inducement to enter into the Agreement or permit my spouse to enter into the Agreement. I represent and acknowledge am aware that I understand fully by its provisions the terms and conditions described Shares granted to my spouse pursuant to the Agreement are subject to a limitation on resale in the Agreement event of an initial public offering of securities of NEXX SYSTEMS, INC. (the “Company”) and that, accordingly, my spouse may not be able to immediately resell shares within the first 180 days following the closing of an initial public offering of the Company’s securities. I hereby consent to be bound by the terms and conditions of the Agreement as to agree that my interest, whether as community property or otherwise, if any, in the Stockholder Shares owned or hereafter acquired subject to the Agreement shall be irrevocably bound by my spouse. I agree that, in the event of divorce or the dissolution of my marriage to my present spouse or other legal division of property, I will transfer Agreement and sell, at the fair market value, to my spouse any further understand and all interest I have or may acquire in the Company, and I further agree that a court may award such entire interest to my spouse as part of any such legal division of property. The foregoing agreement is not intended as a waiver of any community property or other ownership interest I may have in the Stockholder Shares of the Company, but only as an agreement to accept other property or assets of substantially equivalent value as part of any property settlement agreement or other legal division of property upon divorce or the dissolution of my marriage. I further agree, upon my death, to bequeath and devise to my spouse any and all interest I have or may acquire in the Stockholder Shares of the Company. I agree that the provisions governing the transfer of the Stockholder Shares will shall be fully binding and conclusive on all ownership interest I now have or hereafter may acquire in such stock and that I will have no legal or equitable right to retain all or any portion of such stock other than as set forth in similarly bound by the Agreement. I further agree to perform any acts or execute any documents or instruments necessary in the reasonable judgment of any party hereto to effectuate the purposes or intentAM AWARE THAT THE LEGAL, or to complete the performance FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT. Dated as of the Agreement_______ day of ________________, and I will take no action at any time to hinder operation of the Agreement with respect to any Stockholder Shares of the Company200__. I hereby agree that my spouse may join in any future amendment or modification of the Agreement without any further signature, acknowledgment, agreement or consent on my part, and hereby further agree that any interest which I may have in the Stockholder Shares will be subject to the provisions of the Agreement, as the same may be amended or modified. Dated: Name:Signed____________________________________ Printed Name ____________________________________

Consent of Spouse. I acknowledge that I have read the attached STOCKHOLDERS AGREEMENT (as amended, modified, supplemented or restated from time to time, the “Agreement”) that has been executed by my spouse. I represent and acknowledge that I have been advised to retain counsel in connection with the Agreement and either: (i) have declined to consult with counsel, or (ii) have consulted independent counsel with respect to the effects of the Agreement on my legal rights. Having considered such legal advice or declined to consult with counsel, I freely, voluntarily and knowingly execute this Consent of Spouse which may be attached to and made a part of the Agreement, and may be relied upon by the Company and its Stockholder Stockholders as an inducement to enter into the Agreement or permit my spouse to enter into the Agreement. I represent and acknowledge that I understand fully the terms and conditions described in the Agreement and I hereby consent to be bound by the terms and conditions of the Agreement as to my interest, whether as community property or otherwise, if any, in the Stockholder Shares owned or hereafter acquired by my spouse. I agree that, in the event of divorce or the dissolution of my marriage to my present spouse or other legal division of property, I will transfer and sell, at the fair market value, to my spouse any and all interest I have or may acquire in the Company, and I further agree that a court may award such entire interest to my spouse as part of any such legal division of property. The foregoing agreement is not intended as a waiver of any community property or other ownership interest I may have in the Stockholder Shares of the Company, but only as an agreement to accept other property or assets of substantially equivalent value as part of any property settlement agreement or other legal division of property upon divorce or the dissolution of my marriage. I further agree, upon my death, to bequeath and devise to my spouse any and all interest I have or may acquire in the Stockholder Shares of the Company. I agree that the provisions governing the transfer of the Stockholder Shares will be fully binding and conclusive on all ownership interest I now have or hereafter may acquire in such stock and that I will have no legal or equitable right to retain all or any portion of such stock other than as set forth in the Agreement. I further agree to perform any acts or execute any documents or instruments necessary in the reasonable judgment of any party hereto to effectuate the purposes or intent, or to complete the performance of the Agreement, and I will take no action at any time to hinder operation of the Agreement with respect to any Stockholder Shares of the Company. I hereby agree that my spouse may join in any future amendment or modification of the Agreement without any further signature, acknowledgment, agreement or consent on my part, and hereby further agree that any interest which I may have in the Stockholder Shares will be subject to the provisions of the Agreement, as the same may be amended or modified. Dated: Name: