Common use of Entire Agreement; Governing Law Clause in Contracts

Entire Agreement; Governing Law. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee with respect to the subject matter hereof, and may not be modified except by means of a writing signed by the Company and Grantee. The construction, interpretation, performance and enforcement of this Award Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated: [name]

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Restricted Stock Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Recipient with respect to the subject matter hereof, and may not be modified adversely to the Recipient’s interest except by means of a writing signed by the Company and Granteethe Recipient. The constructionThis Restricted Stock Agreement is governed by Nevada law except for that body of law pertaining to conflict of laws. By your signature and the signature of the Company’s representative below, interpretation, performance you and enforcement of the Company agree that this Award Agreement shall be is granted under and governed by the internal substantive laws, but not the choice of law rules, terms and conditions of the State Plan and this Restricted Stock Agreement. The Recipient has reviewed the Plan and this Restricted Stock Agreement in their entirety, has had an opportunity to obtain the advice of Delawarecounsel prior to executing this Restricted Stock Agreement and fully understands all provisions of the Plan and Restricted Stock Agreement. For purposes Recipient hereby agrees to accept as binding, conclusive and final all decisions or interpretations of litigating the Board of Directors upon any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent questions relating to the exclusive jurisdiction of Plan and Restricted Stock Agreement. The Recipient further agrees to notify the State of Delaware and agree that Company upon any such litigation shall be conducted only change in the courts of Delaware or the federal courts of the United States located in Delaware and no other courtsresidence address indicated below. RECIPIENT: DIGITAL ALLY, INC. By: Signature Signature Txxxxx X. Xxxxxxx Print Name Residence Address Title: CFO, Treasurer & Secretary CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, Recipient has read and hereby approves the terms and conditions of the Plan and this Restricted Stock Agreement. In consideration of the Company’s granting his or her spouse the right to purchase Shares as set forth in the Shares subject Plan and this Restricted Stock Agreement, the undersigned hereby agrees to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreementthe terms and conditions of the Plan and this Restricted Stock Agreement and further agrees that any community property interest shall be similarly bound. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by hereby appoints the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, spouse as attorney-in-fact, fact for the undersigned with respect to transfer any amendment or exercise of rights under the said shares Plan or this Restricted Stock Agreement. Spouse of stock on the books of the said corporation with full power of substitution in the premises. Dated: [name]Recipient

Entire Agreement; Governing Law. The Plan and this Award This Agreement constitute constitutes the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and GranteeOptionee. The construction, interpretation, performance and enforcement of this Award This Agreement shall be is governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware. For purposes of litigating any dispute that may arise directly or indirectly from this Award AgreementNO GUARANTEE OF CONTINUED SERVICE OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. By your signature and the parties hereby submit and consent to the exclusive jurisdiction signature of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interestCompany's representative below, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee you and the Company shall be irrevocably bound agree that this Option is granted under and governed by such Award the terms and conditions of the this Agreement. The undersigned Optionee has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to this Agreement. Optionee further agrees that Gxxxxxx’s decisions or execution of to notify the Company upon any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing change in the undersigned’s name on the books of said corporation represented by Certificate Noresidence address indicated below. ____ delivered herewithOPTIONEE: NUANCE COMMUNICATIONS, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premisesINC. Dated: [name]----------------------------------- Signature By ----------------------------------- ----------------------------------- Title

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement Option Agreement, including Schedule I hereto, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and GranteeOptionee. The construction, interpretation, performance and enforcement of this Award Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of DelawareTHIS AGREEMENT IS GOVERNED BY DELAWARE LAW EXCEPT FOR THAT BODY OF LAW PERTAINING TO CONFLICT OF LAWS. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., Autobytel Inc. a Delaware corporation Dated as of: September 21, 2004 By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Chief Executive Officer and President OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER) EXCEPT AS PROVIDED IN THE LETTER AGREEMENT, DATED OCTOBER 1, 2002, BETWEEN THE COMPANY AND OPTIONEE. OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S 2004 RESTRICTED STOCK AND OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the “Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof and this Option Agreement, including Schedule I hereto. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company standing upon any change in the undersigned’s name on the books of said corporation represented by Certificate Noresidence address indicated below. ____ delivered herewithOPTIONEE Dated as of: September 21, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company2004 /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx 00000 XxxXxxxxx Xxxxxxxxx #000 Xxxxxx, as attorneyXX 00000 JN02348 EXHIBIT A 2004 RESTRICTED STOCK AND OPTION PLAN EXERCISE NOTICE Autobytel Inc. 00000 XxxXxxxxx Xxxxxxxxx Xxxxxx, XX 00000-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated0000 Attention: [name]Secretary

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan, this Option Agreement and this Award the Employment Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and GranteeOptionee. The construction, interpretation, performance and enforcement In the event of any conflict between the provisions of this Award Option Agreement and the provisions of the Employment Agreement, the Employment Agreement shall, to the extent of such conflict, control. This Option Agreement is governed by the laws of the Republic of France. Any claim or dispute arising under the Plan or this Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent subject to the exclusive jurisdiction of the State Tribunal de Grande Instance of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courtsCreteil. CONSENT OF SPOUSE (TO BE SIGNED BY RESIDENT OF CALIFORNIA AND OTHER COMMUNITY PROPERTY STATES) The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, Optionee has read and hereby approves the terms and conditions of the Plan and this Option Agreement. In consideration of the Company's granting his or her spouse the right to subscribe Shares as set forth in the Shares subject Plan and this Option Agreement, the undersigned hereby agrees to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreementthe terms and conditions of the Plan and this Option Agreement and further agrees that any community property interest shall be similarly bound. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by hereby appoints the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, 's spouse as attorney-in-fact, fact for the undersigned with respect to transfer any amendment or exercise of rights under the said shares Plan or this Option Agreement. --------------------------------------- Spouse of stock on the books of the said corporation with full power of substitution in the premises. DatedOptionee 131 EXHIBIT A ILOG S.A. SOCIETE ANONYME HAVING A SHARE CAPITAL OF 24,798,780 FRANCS REGISTERED OFFICE: [name]] 1996 STOCK OPTION PLAN EXERCISE NOTICE (SHARE SUBSCRIPTION FORM) ILOG S.A. [ ] Date: Attention:

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement Option Agreement, including Schedule I hereto, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and GranteeOptionee. The construction, interpretation, performance and enforcement of this Award Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of DelawareTHIS AGREEMENT IS GOVERNED BY DELAWARE LAW EXCEPT FOR THAT BODY OF LAW PERTAINING TO CONFLICT OF LAWS. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., Autobytel Inc.. a Delaware corporation Dated as of: «DateGrant» By: «Signer» «Title » OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER) [EXCEPT AS PROVIDED IN THE AGREEMENT BETWEEN THE COMPANY AND OPTIONEE]. OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S 2004 RESTRICTED STOCK AND OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the “Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof and this Option Agreement, including Schedule I hereto. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company standing upon any change in the undersigned’s name on the books of said corporation represented by Certificate Noresidence address indicated below. ____ delivered herewithOPTIONEE Dated as of: «DateGrant» «First» «Last» «Xxxxxx0» «Xxxxxx0» «City», and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company«ST» «ZIP» «Option No » EXHIBIT A 2004 RESTRICTED STOCK AND OPTION PLAN EXERCISE NOTICE Autobytel Inc. 00000 XxxXxxxxx Xxxxxxxxx Xxxxxx, as attorneyXX 00000-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated0000 Attention: [name]Secretary

Entire Agreement; Governing Law. The Plan and this Award Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and thereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Purchaser with respect to the subject matter hereofhereof and thereof, and may not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company and GranteePurchaser. The construction, interpretation, performance and enforcement of this Award Agreement This Exercise Notice shall be governed by and construed in accordance with the internal substantive laws, but not the choice of law rules, of the State of Delaware. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent to the exclusive jurisdiction laws of the State of Delaware as applied to agreements entered into among Delaware residents to be performed entirely within Delaware, without regard to principles of conflicts of law. Submitted by: Accepted by: PURCHASER: VIKING THERAPEUTICS, INC. Signature By Print Name Name Address: Title Date Received EXHIBIT C DESIGNATION OF DEATH BENEFICIARY In connection with the Award(s) designated below that I have received pursuant to the Viking Therapeutics, Inc. 2014 Equity Incentive Plan (as amended or restated from time to time, the “Plan”), I hereby designate the person specified below as the beneficiary upon my death of my interest in such Awards. This designation shall remain in effect until revoked in writing by me. Name of Beneficiary: Address: Social Security No.: This beneficiary designation relates to any and agree all of my rights under the following Award or Awards: ¨ any Award that any such litigation shall be conducted only in I have received or ever receive under the courts Plan. ¨ the Award that I received pursuant to an award agreement with a Grant Date of Delaware or , between myself and Viking Therapeutics, Inc. I understand that this designation operates to entitle the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interestabove named beneficiary, in the Shares subject event of my death, to any and all of my rights under the Award(s) designated above from the date this executed and notarized form is delivered to the foregoing Award Agreement between Grantee and Company until such date as this designation is revoked in writing by me, including by delivery to the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisionsa written, executed such documents or performed such acts done and notarized designation of beneficiary executed by the undersigned’s spouseme on a later date. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sellsBy: Name of Participant Sworn to before me this day of , assigns and transfers unto _____________________”) _____________ (_______) shares 20 Notary Public County of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated: [name]State of

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement Option Agreement, including Schedule I hereto, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and GranteeOptionee. The construction, interpretation, performance and enforcement of this Award Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of DelawareTHIS AGREEMENT IS GOVERNED BY DELAWARE LAW EXCEPT FOR THAT BODY OF LAW PERTAINING TO CONFLICT OF LAWS. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., Autobytel Inc. a Delaware corporation Dated as of: September 21, 2004 By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Chief Executive Officer and President OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER) EXCEPT AS PROVIDED IN THE EMPLOYMENT AGREEMENT, DATED APRIL 18, 2001, BETWEEN THE COMPANY AND OPTIONEE. OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S 2004 RESTRICTED STOCK AND OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the “Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof and this Option Agreement, including Schedule I hereto. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company standing upon any change in the undersigned’s name on the books of said corporation represented by Certificate Noresidence address indicated below. ____ delivered herewithOPTIONEE Dated as of: September 21, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company2004 /s/ Hoshi Printer Hoshi Printer 00000 XxxXxxxxx Xxxxxxxxx #000 Xxxxxx, as attorneyXX 00000 JN02350 EXHIBIT A 2004 RESTRICTED STOCK AND OPTION PLAN EXERCISE NOTICE Autobytel Inc. 00000 XxxXxxxxx Xxxxxxxxx Xxxxxx, XX 00000-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated0000 Attention: [name]Secretary

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan, this Option Agreement and this Award the Employment Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and GranteeOptionee. The construction, interpretation, performance and enforcement In the event of any conflict between the provisions of this Award Option Agreement and the provisions of the Employment Agreement, the Employment Agreement shall, to the extent of such conflict, control. This Option Agreement is governed by the laws of the Republic of France. Any claim or dispute arising under the Plan or this Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent subject to the exclusive jurisdiction of the State Tribunal de Grande Instance of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courtsCreteil. CONSENT OF SPOUSE (TO BE SIGNED BY RESIDENT OF CALIFORNIA AND OTHER COMMUNITY PROPERTY STATES) The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, Optionee has read and hereby approves the terms and conditions of the Plan and this Option Agreement. In consideration of the Company's granting his or her spouse the right to subscribe Shares as set forth in the Shares subject Plan and this Option Agreement, the undersigned hereby agrees to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreementthe terms and conditions of the Plan and this Option Agreement and further agrees that any community property interest shall be similarly bound. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by hereby appoints the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, 's spouse as attorney-in-fact, fact for the undersigned with respect to transfer any amendment or exercise of rights under the said shares Plan or this Option Agreement. ---------------------------------- Spouse of stock on the books of the said corporation with full power of substitution in the premises. DatedOptionee 109 EXHIBIT A ILOG S.A. SOCIETE ANONYME HAVING A SHARE CAPITAL OF 24,798,780 FRANCS REGISTERED OFFICE: [name]] 1996 STOCK OPTION PLAN EXERCISE NOTICE (SHARE SUBSCRIPTION FORM) ILOG S.A. [ ] Date: Attention:

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement Option Agreement, including Schedule I hereto, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and GranteeOptionee. The construction, interpretation, performance and enforcement of this Award Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of DelawareTHIS AGREEMENT IS GOVERNED BY DELAWARE LAW EXCEPT FOR THAT BODY OF LAW PERTAINING TO CONFLICT OF LAWS. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., Autobytel Inc. a Delaware corporation Dated as of: September 21, 2004 By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Chief Executive Officer and President OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER) EXCEPT AS PROVIDED IN THE EMPLOYMENT AGREEMENT, DATED APRIL 1, 2002, BETWEEN THE COMPANY AND OPTIONEE. OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S 2004 RESTRICTED STOCK AND OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the “Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof and this Option Agreement, including Schedule I hereto. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company standing upon any change in the undersigned’s name on the books of said corporation represented by Certificate Noresidence address indicated below. ____ delivered herewithOPTIONEE Dated as of: September 21, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company2004 /s/ Xxxxx Xxxx Xxxxx Xxxx 00000 XxxXxxxxx Xxxxxxxxx #000 Xxxxxx, as attorneyXX 00000 JN02347 EXHIBIT A 2004 RESTRICTED STOCK AND OPTION PLAN EXERCISE NOTICE Autobytel Inc. 00000 XxxXxxxxx Xxxxxxxxx Xxxxxx, XX 00000-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated0000 Attention: [name]Secretary

Entire Agreement; Governing Law. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee with respect to the subject matter hereof, and may not be modified adversely to Xxxxxxx’s interest except by means of a writing signed by the Company and Grantee. The construction, interpretation, performance and enforcement of this Award Agreement shall be This agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courtsCalifornia. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx Xxxxxxx agrees that his/her/their her interest, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that GxxxxxxXxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________Heritage Oaks Bancorp, a California corporation (the “Company”) _____________ (_______( ) shares of the Company’s common stock, no par value $.0001value, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated: [name]

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan, this Option Agreement and this Award the Employment Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and GranteeOptionee. The construction, interpretation, performance and enforcement In the event of any conflict between the provisions of this Award Option Agreement and the provisions of the Employment Agreement, the Employment Agreement shall, to the extent of such conflict, control. This Option Agreement is governed by the laws of the Republic of France. Any claim or dispute arising under the Plan or this Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent subject to the exclusive jurisdiction of the State Tribunal de Grande Instance of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courtsCreteil. CONSENT OF SPOUSE (TO BE SIGNED BY RESIDENT OF CALIFORNIA AND OTHER COMMUNITY PROPERTY STATES) The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, Optionee has read and hereby approves the terms and conditions of the Plan and this Option Agreement. In consideration of the Company's granting his or her spouse the right to subscribe Shares as set forth in the Shares subject Plan and this Option Agreement, the undersigned hereby agrees to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreementthe terms and conditions of the Plan and this Option Agreement and further agrees that any community property interest shall be similarly bound. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by hereby appoints the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, 's spouse as attorney-in-fact, fact for the undersigned with respect to transfer any amendment or exercise of rights under the said shares Plan or this Option Agreement. --------------------------------------- Spouse of stock on the books of the said corporation with full power of substitution in the premises. DatedOptionee 202 EXHIBIT A ILOG S.A. SOCIETE ANONYME HAVING A SHARE CAPITAL OF 24,798,780 FRANCS REGISTERED OFFICE: [name]] 1996 STOCK OPTION PLAN EXERCISE NOTICE (SHARE SUBSCRIPTION FORM) ILOG S.A. [ ] Date: Attention:

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan, this Option Agreement and this Award the Employment Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and GranteeOptionee. The construction, interpretation, performance and enforcement In the event of any conflict between the provisions of this Award Option Agreement and the provisions of the Employment Agreement, the Employment Agreement shall, to the extent of such conflict, control. This Option Agreement is governed by the laws of the Republic of France. Any claim or dispute arising under the Plan or this Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent subject to the exclusive jurisdiction of the State Tribunal de Grande Instance of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courtsCreteil. 152 CONSENT OF SPOUSE (TO BE SIGNED BY RESIDENT OF CALIFORNIA AND OTHER COMMUNITY PROPERTY STATES) The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, Optionee has read and hereby approves the terms and conditions of the Plan and this Option Agreement. In consideration of the Company's granting his or her spouse the right to subscribe Shares as set forth in the Shares subject Plan and this Option Agreement, the undersigned hereby agrees to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreementthe terms and conditions of the Plan and this Option Agreement and further agrees that any community property interest shall be similarly bound. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents hereby appoints the undersigned's spouse as attorney-in-fact for the undersigned with respect to any amendment or exercise of rights under the Shares covered by such Award Agreement shall be the decision, signature Plan or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spousethis Option Agreement. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares Spouse of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. DatedOptionee 153 EXHIBIT A ILOG S.A. SOCIETE ANONYME HAVING A SHARE CAPITAL OF 24,798,780 FRANCS REGISTERED OFFICE: [name]] 1996 STOCK OPTION PLAN EXERCISE NOTICE (SHARE SUBSCRIPTION FORM) ILOG S.A. [] Date: Attention:

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement Option Agreement, including Schedule I hereto, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and GranteeOptionee. The construction, interpretation, performance and enforcement of this Award Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of DelawareTHIS AGREEMENT IS GOVERNED BY DELAWARE LAW EXCEPT FOR THAT BODY OF LAW PERTAINING TO CONFLICT OF LAWS. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., Autobytel Inc. a Delaware corporation Dated as of: September 21, 2004 By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Chief Executive Officer and President OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER) EXCEPT AS PROVIDED IN THE LETTER AGREEMENT, DATED JULY 1, 2003, BETWEEN THE COMPANY AND OPTIONEE. OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S 2004 RESTRICTED STOCK AND OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the “Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof and this Option Agreement, including Schedule I hereto. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company standing upon any change in the undersigned’s name on the books of said corporation represented by Certificate Noresidence address indicated below. ____ delivered herewithOPTIONEE Dated as of: September 21, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company2004 /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx 00000 XxxXxxxxx Xxxxxxxxx #000 Xxxxxx, as attorneyXX 00000 JN02349 EXHIBIT A 2004 RESTRICTED STOCK AND OPTION PLAN EXERCISE NOTICE Autobytel Inc. 00000 XxxXxxxxx Xxxxxxxxx Xxxxxx, XX 00000-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated0000 Attention: [name]Secretary

Entire Agreement; Governing Law. The Plan and this Award Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company and Grantee. The constructionPurchaser; provided, interpretationhowever, performance Purchaser and enforcement agrees that he/she is bound by the terms of this that certain VTL Equity Award Agreement shall be entered into between Purchaser and Medical Research Network Limited (or successor employer). This Exercise Notice is governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware, United States of America. For purposes Submitted by: Accepted by: PURCHASER VITAL THERAPIES, INC. Signature By Print Name Its Address: Date Received Appendix A COUNTRY-SPECIFIC TERMS AND CONDITIONS FOR EMPLOYEES IN THE UNITED KINGDOM. This Appendix includes additional terms and conditions that govern the Option granted to Participant under the Plan if Participant is an Employee and resides and/or works in one of litigating any dispute that may arise directly the countries listed below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan and/or this Agreement to which this Appendix is attached. If Participant is a citizen or indirectly from this Award Agreementresident of a country other than the one in which he or she is currently working and/or residing, transfers to another country after the Date of Grant, or is considered a resident of another country for local law purposes, the parties hereby submit Company shall, in its discretion, determine the extent to which the special terms and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation conditions contained herein shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware applicable to Participant. In accepting this Option, Participant acknowledges, understands and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated: [name]that:

Entire Agreement; Governing Law. The Plan Option Agreement is incorporated herein by reference. This Agreement, and this Award the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser's interest except by means of a writing signed by the Company and GranteePurchaser. The construction, interpretation, performance and enforcement of this Award Agreement shall be This agreement is governed by the internal substantive laws, but not the choice of law rules, of California. Submitted by: Accepted by: OPTIONEE COMPANY ---------------------------------- ----------------------------------- Signature ---------------------------------- ----------------------------------- Print Name ---------------------------------- ----------------------------------- Address Address ---------------------------------- ----------------------------------- ---------------------------------- ----------------------------------- Date Received: -------------------- EXHIBIT B INVESTMENT REPRESENTATION STATEMENT OPTIONEE: ----------------------------------- COMPANY: ZAPME! CORPORATION SECURITY: COMMON STOCK AMOUNT: ----------------------------------- DATE: ----------------------------------- In connection with the State purchase of Delawarethe above-listed Securities, the undersigned Optionee represents to the Company the following: Optionee is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. For purposes Optionee is acquiring these Securities for investment for Optionee's own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of litigating the Securities Act of 1933, as amended (the "Securities Act"). Optionee acknowledges and understands that the Securities constitute "restricted securities" under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee's investment intent as expressed herein. In this connection, Optionee understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Optionee's representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any dispute other fixed period in the future. Optionee further understands that may arise the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Securities, except as provided in Section 19 of the Stock Option Agreement to which this Investment Representation Statement is attached as EXHIBIT B. Optionee understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company, and any other legend required under applicable state securities laws. Optionee is familiar with the provisions of Rule 144, promulgated under the Securities Act, which, in substance, permits limited public resale of "restricted securities" acquired, directly or indirectly from this Award Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interestissuer thereof, in the Shares a non-public offering subject to the foregoing Award Agreement between Grantee and satisfaction of certain conditions. Rule 144 permits such a resale to occur not less than one year after the later of the date the Securities were sold by the Company shall be irrevocably bound or the date the Securities were sold by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary an affiliate of the Company, as attorney-in-factwithin the meaning of Rule 144; and, to transfer in the said shares case of stock on the books acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of certain other conditions, including: (1) the resale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said corporation with full power term is defined under the Securities Exchange Act of substitution 1934); and, in the premisescase of an affiliate, (2) the availability of certain public information about the Company, (3) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable. DatedOptionee further understands that in the event all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any such other registration exemption will be available in such event. Signature of Optionee: [name]------------------------------------------------- Date: ------------------------------------------- ANNEX A SCHEDULE OF REVENUE AND EBIT TARGETS REVENUE TARGETS ------------------------------------------ --------------------------------------- --------------------------------------- Year Ending Mar. 31, 2001 Year Ending Mar. 31, 2002 Year Ending Mar. 31, 2003 ------------------------- ------------------------- ------------------------- ------------------------------------------ --------------------------------------- --------------------------------------- US$10,472,000 US$28,596,000 US$58,964,000 ------------------------------------------ --------------------------------------- ---------------------------------------

Entire Agreement; Governing Law. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee with respect to the subject matter hereof, and may not be modified except by means of a writing signed by the Company and Grantee. The construction, interpretation, performance and enforcement of this Award Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, in the Restricted Share Units and any Shares issued thereunder is subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Restricted Share Units and any Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated: [name]:

Entire Agreement; Governing Law. The Plan Option Agreement is incorporated herein by reference. This Agreement, and this Award the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser's interest except by means of a writing signed by the Company and GranteePurchaser. The construction, interpretation, performance and enforcement of this Award Agreement shall be This agreement is governed by the internal substantive laws, but not the choice of law rules, of California. Submitted by: Accepted by: OPTIONEE COMPANY ---------------------------------- ------------------------------------- Signature ---------------------------------- ------------------------------------- Print Name ---------------------------------- ------------------------------------- Address Address ---------------------------------- ------------------------------------- ---------------------------------- ------------------------------------- Date Received: ----------------------- EXHIBIT B INVESTMENT REPRESENTATION STATEMENT OPTIONEE: ------------------------------ COMPANY: ZAPME! CORPORATION SECURITY: COMMON STOCK AMOUNT: ------------------------------ DATE: ------------------------------ In connection with the State purchase of Delawarethe above-listed Securities, the undersigned Optionee represents to the Company the following: Optionee is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. For purposes Optionee is acquiring these Securities for investment for Optionee's own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of litigating the Securities Act of 1933, as amended (the "Securities Act"). Optionee acknowledges and understands that the Securities constitute "restricted securities" under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee's investment intent as expressed herein. In this connection, Optionee understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Optionee's representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any dispute other fixed period in the future. Optionee further understands that may arise the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Securities, except as provided in Section 18 of the Stock Option Agreement to which this Investment Representation Statement is attached as EXHIBIT B. Optionee understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company, and any other legend required under applicable state securities laws. Optionee is familiar with the provisions of Rule 144, promulgated under the Securities Act, which, in substance, permits limited public resale of "restricted securities" acquired, directly or indirectly from this Award Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interestissuer thereof, in the Shares a non-public offering subject to the foregoing Award Agreement between Grantee and satisfaction of certain conditions. Rule 144 permits such a resale to occur not less than one year after the later of the date the Securities were sold by the Company shall be irrevocably bound or the date the Securities were sold by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary an affiliate of the Company, as attorney-in-factwithin the meaning of Rule 144; and, to transfer in the said shares case of stock on the books acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of certain other conditions, including: (1) the resale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said corporation with full power term is defined under the Securities Exchange Act of substitution 1934); and, in the premisescase of an affiliate, (2) the availability of certain public information about the Company, (3) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable. Dated: [name]Optionee further understands that in the event all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any such other registration exemption will be available in such event.

Entire Agreement; Governing Law. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee with respect to the subject matter hereof, and may not be modified except by means of a writing signed by the Company and Grantee. The construction, interpretation, performance and enforcement of this Award Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): /s/ Rxxx X. Xxxx (signature) Name: Rxxx X. Xxxx Date: January 5, 2024 ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated: [name]

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Participant with respect to the subject matter hereof, and may not be modified adversely to Participant’s interest except by means of a writing signed by the Company and GranteeParticipant. The construction, interpretation, performance This grant of Options and enforcement the provisions of this Award Agreement shall be are governed by and construed in accordance with the internal substantive laws, but not the choice of law rules, of the State of DelawareUtah. For purposes of litigating any dispute that may arise arises directly or indirectly from the relationship of the parties evidenced by this grant or the Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Delaware Utah and agree that any such litigation shall be conducted only in the courts of Delaware Utah, Fourth District, or the federal courts of for the United States located in Delaware for the 10th Circuit, and no other courts, where this grant is made and/or to be performed. CONSENT NO GUARANTEE OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interestCONTINUED SERVICE. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE (AND NOT THROUGH THE ACT OF BEING HIRED, if anyBEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, including any community property interestTHE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR THE VESTING PERIOD, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decisionFOR ANY PERIOD, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisionsOR AT ALL, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sellsAND WILL NOT INTERFERE WITH PARTICIPANT’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE PARTICIPANT’S RELATIONSHIP AS AN EMPLOYEE AT ANY TIME, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated: [name]WITH OR WITHOUT CAUSE.

Entire Agreement; Governing Law. The Plan and this Award Agreement (including any terms in Exhibit B applying to Participant’s country) are incorporated herein by reference. This Exercise Notice, the Plan and the Award Agreement (including any terms in Exhibit B applying to Participant’s country) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company and GranteePurchaser. The construction, interpretation, performance and enforcement terms of this Award Agreement shall be Exercise Notice are governed by by, and construed in accordance with, the internal substantive laws, but not the choice of law rules, of the State of DelawareUtah. For purposes of litigating any dispute that may arise arises directly or indirectly from this the relationship of the parties evidenced by the Option grant or the terms of the Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Delaware Utah and agree that any such litigation shall be conducted only in the courts of Delaware Utah, Fourth District, or the federal courts of for the United States located in Delaware for the Tenth Circuit, and no other courts, where this Option grant is made and/or to be performed. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interestSubmitted by: Accepted by: PURCHASER: OMNITURE, if anyINC. Signature By Print Name Its Address: Address: Omniture, including any community property interestInc. 000 Xxxx Xxxxxxxxxx Xxxxxx Xxxx, Xxxx 00000 Attention: Stock Plan Administration Date Received EXHIBIT B OMNITURE, INC. 2006 EQUITY INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT SPECIAL TERMS FOR NON-US PARTICIPANTS This Exhibit B includes special terms and conditions applicable to Participants in the Shares subject countries below. These terms and conditions are in addition to those set forth in the Award Agreement. Capitalized terms used, but not defined herein, shall have the same meanings assigned to them in the Plan and the Award Agreement. This Exhibit B may also include information regarding exchange controls and certain other issues of which Participant should be aware with respect to Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of May 2009. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the information noted herein as the only source of information relating to the foregoing Award Agreement between Grantee consequences of Participant’s participation in the Plan because the information may be out of date at the time Participant exercises the Option or sells Shares he/she acquires under the Plan. In addition, the information is general in nature and may not apply to Participant’s particular situation, and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution is not in a position to assure Participant of any documents with respect particular result. Accordingly, Participant is strongly advised to seek appropriate professional advice as to how the Shares covered by such Award Agreement shall relevant laws in Participant’s country apply to his or her specific situation. If Participant is a citizen or resident of another country, or is considered a resident of another country for local law purposes, the information contained in this Appendix may not be the decision, signature applicable to him or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouseher. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated: [name]Australia

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede superseded in their entirety all prior undertakings and agreements of the Company and Grantee Optionee with respect to the subject matter hereof, and may not be modified except by means of a writing signed by the Company and Granteethe Optionee. The constructionThis Agreement is governed by California law and applicable federal law. By signing below, interpretation, performance you and enforcement of the Company agree that this Award Agreement shall be Option is granted under and governed by the internal substantive laws, but not the choice of law rules, terms and conditions of the State Plan and this Agreement. Optionee has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of Delawarecounsel prior to executing this Agreement and fully understands all provisions of the Plan and the Agreement. For purposes Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of litigating the Administrator upon any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent questions relating to the exclusive jurisdiction of Plan and the State of Delaware and agree that Agreement. Optionee further agrees to notify the Company upon any such litigation shall be conducted only change in the courts of Delaware or the federal courts of the United States located in Delaware and no other courtsresidence address indicated below. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) NameOPTIONEE: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto NORTHERN EMPIRE BANCSHARES _____________________”) ___ by: _______________________ (signature) _______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ________________ delivered herewith, _______________________ ________________________ (name and does title) ________________________ (residence address) CONSENT OF SPOUSE The undersigned spouse of Optionee has read and hereby irrevocably constitute approves the terms and appoint conditions of the Corporate Secretary Plan and this Agreement. In consideration of the Company's granting his or her spouse the rights to purchase Shares as set forth in the Plan and this Agreement, the undersigned hereby agrees to be irrevocably bound by the terms and conditions of the Plan and this Agreement and further agrees that any community property interest shall be similarly bound. The undersigned hereby appoints the undersigned's spouse as attorney-in-factfact for the undersigned with respect to any amendment or exercise of rights under the Plan or this Agreement. __________________________________ Spouse of Optionee EXHIBIT A 1997 STOCK OPTION PLAN EXERCISE NOTICE Northern Empire Bancshares 800 Xxxxxx Xxxxxx Xxxxx Xxxx, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. DatedXx 00000 Attention: [name]_____________

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Optionee with respect to the subject matter hereof, including but not limited to the grant or promise of any right or option to purchase shares of capital stock of the Company to Optionee pursuant to any employment agreement or offer letter delivered by the Company to Optionee or otherwise, and may not be modified adversely to Optionee's interest except by means of a writing signed by the Company and GranteeOptionee. The construction, interpretation, performance and enforcement of this Award Agreement shall be This agreement is governed by the internal substantive laws, but not the choice California law except for that body of law rules, pertaining to conflict of the State of Delawarelaws. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the State of PIVOTAL TECHNOLOGIES CORP. a Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto corporation By:_____________________”) _______ Title:_________________________ 7 OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S 1998 STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. OPTIONEE ACKNOWLEDGES AND AGREES THAT THIS OPTION HEREBY ENTIRELY SUPERSEDES ANY OPTION FOR THE SAME NUMBER OF SHARES PREVIOUSLY PURPORTED TO BE GRANTED TO OPTIONEE. Optionee acknowledges receipt of a copy of the Plan and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. Dated: _______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. _________ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated___________________________ Optionee Residence Address: [name]___________________________ ___________________________ ___________________________

Entire Agreement; Governing Law. The Plan and this Award Option Agreement are incorporated herein by reference. This Agreement, the Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser's interest except by means of a writing signed by the Company and GranteePurchaser. The construction, interpretation, performance and enforcement of this Award Agreement shall be This agreement is governed by the internal substantive laws, but not the choice Delaware law except for that body of law rulespertaining to conflict of laws. Submitted by: Accepted by: PURCHASER ENDOCARE, of the State of DelawareINC. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto By:_____________________”) _______ ____________________________ (Signature _______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. _____________________ delivered herewithIts:___________________________ Print Name ____________________________ Social Security No: Address: Address: ____________________________ Endocare, Inc. ____________________________ 000 Xxxxxxxxxx Xxxxx Xxxxxx, XX 00000 ADDENDUM TO STOCK OPTION AGREEMENT ACCREDITED INVESTOR The following representations, warranties and covenants are hereby incorporated into, and does are hereby irrevocably constitute made a part of, that certain Stock Option Agreement (the "Option Agreement") by and appoint between Endocare, Inc. (the Corporate Secretary "Company") and Xxxxxxx Xxxxxxxxx ("Optionee") evidencing the stock option (the "Option") granted on August 18, 2004 to Optionee under the terms of the Plan. All capitalized terms in this Addendum not otherwise defined herein shall have the meanings assigned to them in the Option Agreement. The Optionee hereby represents, warrants and covenants to and for the benefit of the Company, with knowledge that the Company is relying thereon in issuing the Option to the Optionee, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated: [name]follows:

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and GranteeOptionee. The construction, interpretation, performance and enforcement of this Award Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of DelawareTHIS AGREEMENT IS GOVERNED BY DELAWARE LAW EXCEPT FOR THAT BODY OF LAW PERTAINING TO CONFLICT OF LAWS. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the State of Autobytel Inc. a Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned corporation Dated as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Nameof: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) ______ By:______________________________ (Name:_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. _____________________ delivered herewithTitle:___________________________ OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S 1999 STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and does hereby irrevocably constitute and appoint the Corporate Secretary accepts this Option subject to all of the Companyterms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, as attorney-in-fact, has had an opportunity to transfer obtain the said shares advice of stock on the books counsel prior to executing this Option and fully understands all provisions of the said corporation with full power Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of substitution the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the premisesresidence address indicated below. DatedOPTIONEE Dated as of: [name]_______________ ______________________________ Name:_________________________ Address:______________________ ______________________ ______________________ EXHIBIT A 1999 STOCK OPTION PLAN EXERCISE NOTICE Autobytel Inc. 18872 MacArthur Boulevard Irvine, CA 92612-1400 Attention: Secrexxxx

Entire Agreement; Governing Law. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee with respect to the subject matter hereof, and may not be modified except by means of a writing signed by the Company and Grantee. The construction, interpretation, performance and enforcement of this Award Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company”) _____________________”) _____________ (_________) shares of the Company’s common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated: [name]

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Participant with respect to the subject matter hereof, and may not be modified adversely to Participant’s interest except by means of a writing signed by the Company and GranteeParticipant. The construction, interpretation, performance and enforcement of this This Award Agreement shall be is governed by the internal substantive laws, but not the choice of law rules, of the State of DelawareUtah. For purposes of litigating any dispute that may arise arises directly or indirectly from the relationship of the parties evidenced by this Award grant or the Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Delaware Utah and agree that any such litigation shall be conducted only in the courts of Delaware Utah, Fourth District, or the federal courts of for the United States located in Delaware for the 10th Circuit, and no other courts, where this grant is made and/or to be performed. CONSENT NO GUARANTEE OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interestCONTINUED SERVICE. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE, if anyCONSULTANT OR NON-EMPLOYEE DIRECTOR AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, including any community property interestBEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decisionTHE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisionsCONSULTANT OR NON-EMPLOYEE DIRECTOR FOR THE VESTING PERIOD, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sellsANY PERIOD, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stockOR AT ALL, par value $.0001AND WILL NOT INTERFERE WITH PARTICIPANT’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE PARTICIPANT’S RELATIONSHIP AS AN EMPLOYEE, of NeOnc Technologies HoldingsCONSULTANT OR NON-EMPLOYEE DIRECTOR AT ANY TIME, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated: [name]WITH OR WITHOUT CAUSE.

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and GranteeOptionee. The constructionThis agreement is governed by California law except for that body of law pertaining to conflict of laws. By your signature and the signature of the Company's representative below, interpretation, performance you and enforcement of the Company agree that this Award Agreement shall be Option is granted under and governed by the internal substantive laws, but not the choice of law rules, terms and conditions of the State Plan and this Option Agreement. Optionee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of Delawarecounsel prior to executing this Option Agreement and fully understands all provisions of the Plan and Option Agreement. For purposes Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of litigating the Administrator upon any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent questions relating to the exclusive jurisdiction of Plan and Option Agreement. Optionee further agrees to notify the State of Delaware and agree that Company upon any such litigation shall be conducted only change in the courts of Delaware or the federal courts of the United States located in Delaware and no other courtsresidence indicated below. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto OPTIONEE GEOWORKS _____________________”) _______ _____________________________ (Signature Signature [Name] _______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. _____________________ delivered herewithChief Executive Officer Type or Print Name ____________________________ [Street Adress] Residence Address [City, State Zip] ____________________________ ____________________________ CONSENT OF SPOUSE The undersigned souse of Optionee has read and does hereby irrevocably constitute approves the terms and appoint conditions of the Corporate Secretary Plan and this Option Agreement. In consideration of the Company's granting his or her spouse the right to purchase Shares as set forth in the Plan and this Option Agreement, the undersigned hereby agrees to be irrevocably bound by the terms and conditions of the Plan and this Option Agreement and further agrees that any community property interest shall be similarly bound. The undersigned hereby appoints the undersigned's spouse as attorney-in-factfact for the undersigned with respect to any amendment or exercise of rights under the Plan or this Option Agreement. ________________________________ Signature of Spouse of Optionee ________________________________ Type or Print Name ________________________________ Date EXHIBIT A 1994 STOCK PLAN EXERCISE NOTICE Geoworks 900 Xxxxxxxx Xxxxxx Xxxxxxx, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. DatedXX 00000 Attention: [name]Corporate Secretary

Entire Agreement; Governing Law. The Plan Employment Agreement and this Award Stock Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and GranteeOptionee. The construction, interpretation, performance and enforcement of this Award Agreement shall be This agreement is governed by the internal substantive laws, but not the choice of law rules, of California. (k) NO GUARANTEE OF CONTINUED EMPLOYMENT. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS NOT EARNED THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS STOCK OPTION OR ACQUIRING SHARES HEREUNDER. OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OF THE COMPANY. Optionee has reviewed this Stock Option in its entirety, has had an opportunity to obtain the State advice of Delaware. For purposes of litigating any dispute that may arise directly or indirectly from counsel prior to executing this Award Agreement, the parties hereby submit Stock Option Agreement and consent to the exclusive jurisdiction fully understands all provisions of the State Stock Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of Delaware and agree that the Board upon any such litigation shall be conducted only questions arising under this Stock Option. Optionee further agrees to notify the Company upon any change in the courts of Delaware or the federal courts of the United States located in Delaware and no other courtsresidence address indicated below. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interestOPTIONEE: FIRSTWORLD COMMUNICATIONS, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc.INC., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxx Xxxxxxx ---------------------------------- ----------------------------------- XXXXXXX X. XXXXXXXX Name: Xxxxx Xxxxxxx Title: Executive Vice President ---------------------------------- ---------------------------------- ---------------------------------- Residence Address Date: October 1, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company1998 EXHIBIT A EXERCISE NOTICE FirstWorld Communications 0000 Xxxxxxx Xxxxxx, as attorney-in-factXxxxx 000 Xxx Xxxxx, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. DatedXxxxxxxxxx 00000 Attention: [name]Chief Financial Officer

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement Award, together with the terms of any written employment agreement between Optionholder and the Company, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Optionholder with respect to the subject matter hereof, and . This Award may not be modified adversely to the Optionholder’s interest except by means of a writing signed by the Company and GranteeOptionholder. The constructionIn the event of a conflict between the terms and conditions of the Plan and this Award, interpretation, performance the terms and enforcement conditions of the Plan shall prevail. In the event of a conflict between the terms and conditions of this Award and the terms of any written employment agreement between Optionholder and the Company, the terms of such written employment agreement shall prevail. This Agreement shall be is governed by the internal substantive laws, laws but not the choice of law rules, of the State rules of Delaware. For purposes * * * By signing below, Optionholder acknowledges receipt of litigating any dispute that may arise directly or indirectly from a copy of the Plan and hereby accepts this Award Agreementsubject to all of the terms and provisions thereof, including that all decisions or interpretations of the Board or Committee upon any questions arising under the Plan or this Award shall be binding, conclusive and final as to all parties. As a condition to receipt of this Award, Optionholder agrees to all of the confidentiality, intellectual property and non-solicitation protections set forth in Exhibit C to this Agreement (collectively, the parties hereby submit and consent to the exclusive jurisdiction “Business Protection Covenants”), which is incorporated herein by reference. Optionholder acknowledges that a violation by him or her of any of the State of Delaware and agree that Business Protection Covenants will cause irreparable injury to Company or its Affiliates for which damages at law would not be an adequate remedy. Therefore, Optionholder agrees that, in addition to any such litigation shall be conducted only in the courts of Delaware other remedies for his or the federal courts her violation of the United States located in Delaware and no Business Protection Covenants available to Company, which shall include the recovery of all damages incurred, as well as other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interestcosts, if any, including any community property interestCompany shall have the right, in the Shares subject event of the breach or threatened breach of any provision of the Business Protection Covenants, to seek an injunction and/or temporary restraining order against such breach or threatened breach and/or to specifically enforce the foregoing Award Agreement between Grantee Business Protection Covenants, and, in the case of a breach of the Business Protection Covenants, the duration of any Restricted Period (where applicable) shall be extended by the period of the breach. The remedies provided in Exhibit C are not exclusive, and the Company party suffering from a breach or default of Exhibit C may pursue all other remedies, both legal and equitable, alternatively or cumulatively as permitted by law. The prevailing party in any action, suit or proceeding arising out of or relating to Exhibit C shall be irrevocably bound by such Award Agreemententitled to recover all costs from the non-prevailing party. The undersigned further agrees that Gxxxxxx’s decisions failure of a party to fully enforce any provision of Exhibit C shall not be deemed to be a waiver of such provision or execution any part thereof, and the waiver by a party of any documents provision of Exhibit C shall not be deemed to be a waiver of any other provision of Exhibit C or a waiver with respect to the Shares covered by such Award Agreement any other incidence of non-compliance therewith. No waiver shall be the decision, signature or deed of the undersigned effective unless in writing and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done signed by the undersigned’s spouseparty so waiving. Spouse The existence of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares any claim or cause of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented action by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of me against the Company, as attorney-in-factwhether predicated on this Agreement or otherwise, shall not constitute a defense to transfer the said shares enforcement by the Company of stock on the books any of the said corporation covenants in Exhibit C. I acknowledge that I have been advised by the Company of my right to seek the advice of legal counsel with full power regard to my review and execution of substitution in this Agreement and the premises. Dated: [name]Exhibits hereto.

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Restricted Stock Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Recipient with respect to the subject matter hereof, and may not be modified adversely to the Recipient’s interest except by means of a writing signed by the Company and Granteethe Recipient. The constructionThis Restricted Stock Agreement is governed by Nevada law, interpretationexcept for that body of law pertaining to conflict of laws. By your signature and the signature of the Company’s representative below, performance you and enforcement of the Company agree that this Award Agreement shall be is granted under and governed by the internal substantive laws, but not the choice of law rules, terms and conditions of the State Plan and this Restricted Stock Agreement. The Recipient has reviewed the Plan and this Restricted Stock Agreement in their entirety, has had an opportunity to obtain the advice of Delawarecounsel prior to executing this Restricted Stock Agreement and fully understands all provisions of the Plan and Restricted Stock Agreement. For purposes Recipient hereby agrees to accept as binding, conclusive and final all decisions or interpretations of litigating the Board of Directors upon any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent questions relating to the exclusive jurisdiction of Plan and Restricted Stock Agreement. The Recipient further agrees to notify the State of Delaware and agree that Company upon any such litigation shall be conducted only change in the courts of Delaware or the federal courts of the United States located in Delaware and no other courtsresidence address indicated below. RECIPIENT: DIGITAL ALLY, INC. By: Signature Signature Print Name Title: Residence Address CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, Recipient has read and hereby approves the terms and conditions of the Plan pursuant to which the Shares are being granted and this Restricted Stock Agreement. In consideration of the Company’s granting his or her spouse the right to receive the Award as set forth in the Shares subject Plan and this Restricted Stock Agreement, the undersigned hereby agrees to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreementthe terms and conditions of the Plan and this Restricted Stock Agreement and further agrees that any community property interest shall be similarly bound. The undersigned further agrees that Gxxxxxxhereby appoints the undersigned’s decisions or execution of any documents spouse as attorney-in-fact for the undersigned with respect to any amendment or exercise of rights under the Shares covered by such Award Agreement shall be the decision, signature Plan or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spousethis Restricted Stock Agreement. Spouse of Grantee Recipient Exhibit 10.21 Restricted Stock Agreement 2005, 2006, 2007 and 2008 Stock Option and Restricted Stock Plans Digital Ally, Inc. ( For Directors) This Restricted Stock Agreement (if any): (signaturethis "Restricted Stock Agreement) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto is dated ________________ between Digital Ally, Inc., a Nevada corporation (the "Company"), and ______”) _____________ (the "Recipient"). Unless otherwise defined herein, the terms defined in the Digital Ally, Inc. _______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation ___ Stock Option and Restricted Stock Plan (the “Company standing Plan”) shall have the same defined meanings in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated: [name]this Restricted Stock Agreement.

Entire Agreement; Governing Law. The Plan and this Award This Agreement constitute embodies the entire agreement and understanding of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee with respect to hereto regarding the subject matter hereof. THIS AGREEMENT AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, and may not be modified except by means of a writing signed by the Company and GranteeTORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. The constructionEACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN NEW YORK, interpretationSTATE OF NEW YORK AND IRREVOCABLY AGREES THAT, performance and enforcement of this Award Agreement shall be governed by the internal substantive lawsSUBJECT TO AGENT’S AND FGI’S ELECTION, but not the choice of law rulesALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. EACH OF THE PARTIES HERETO HEREBY EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH OF THE PARTIES HERETO HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON SUCH PARTY BY CERTIFIED OR REGISTERED MAIL, of the State of Delaware. For purposes of litigating any dispute that may arise directly or indirectly from this Award AgreementRETURN RECEIPT REQUESTED, the parties hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee ADDRESSED TO SUCH PARTY AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (if any): (signature10) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated: [name]DAYS AFTER THE SAME HAS BEEN POSTED.

Entire Agreement; Governing Law. The Plan and this Award This Agreement constitute constitutes the entire agreement of the parties with respect to the subject matter hereof and supersede supersedes in their its entirety all prior undertakings and agreements of the Company and Grantee Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and GranteeOptionee. The construction, interpretation, performance and enforcement of this Award Agreement shall be This agreement is governed by the internal substantive laws, but not the choice of law rules, of California 16. NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. By your signature and the State of Delaware. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent to the exclusive jurisdiction signature of the State of Delaware Company's representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of this Agreement. Optionee has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any such litigation shall be conducted only questions relating to this Agreement. Optionee further agrees to notify the Company upon any change in the courts of Delaware or the federal courts of the United States located in Delaware and no other courtsresidence address indicated below. OPTIONEE CATAPULSE INC. /s/ Xxxxxxx X. Xxxxxx /s/ Xxxx X. Xxxx Signature Xxxx X. Xxxx Chief Executive Officer Xxxxxxx X. Xxxxxx Print Name Residence Address CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx Optionee has read and hereby approves the terms and conditions of this Agreement. In consideration of the Company's granting his or her spouse the right to purchase Shares as set forth in this Agreement, the undersigned hereby agrees that his/her/their interest, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreementthe terms and conditions of this Agreement and further agrees that any community property interest shall be similarly bound. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by hereby appoints the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, 's spouse as attorney-in-factfact for the undersigned with respect to any amendment or exercise of rights under this Agreement. /s/ Xxxxxx Xxxxxx Spouse of Optionee EXHIBIT A CATAPULSE INC. EXERCISE NOTICE CataPULSE Inc. 00000 Xxxxxxxxx Xxxx Xxxxxxxxx, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated: [name]XX 00000 Attention:

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement (including any terms in Exhibit B applying to Participant’s country), constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Participant with respect to the subject matter hereof, and may not be modified adversely to Participant’s interest except by means of a writing signed by the Company and GranteeParticipant. The construction, interpretation, performance This grant of Options and enforcement the provisions of this the Award Agreement shall be (including any terms in Exhibit B applying to Participant’s country), are governed by by, and construed in accordance with the internal substantive laws, but not the choice of law rules, of the State of DelawareUtah. For purposes of litigating any dispute that may arise arises directly or indirectly from the relationship of the parties evidenced by this grant or the Award AgreementAgreement (including any terms in Exhibit B applying to Participant’s country), the parties hereby submit to and consent to the exclusive jurisdiction of the State of Delaware Utah and agree that any such litigation shall be conducted only in the courts of Delaware Utah, Fourth District, or the federal courts of for the United States located in Delaware for the 10th Circuit, and no other courts, where this grant is made and/or to be performed. CONSENT NO GUARANTEE OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interestCONTINUED SERVICE. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE, if anyCONSULTANT OR NON-EMPLOYEE DIRECTOR AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, including any community property interestBEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decisionTHE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisionsCONSULTANT OR NON-EMPLOYEE DIRECTOR FOR THE VESTING PERIOD, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sellsANY PERIOD, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stockOR AT ALL, par value $.0001AND WILL NOT INTERFERE WITH PARTICIPANT’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE PARTICIPANT’S RELATIONSHIP AS AN EMPLOYEE, of NeOnc Technologies HoldingsCONSULTANT OR NON-EMPLOYEE DIRECTOR AT ANY TIME, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated: [name]WITH OR WITHOUT CAUSE.

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and GranteeOptionee. The construction, interpretation, performance and enforcement of this Award Agreement shall be This agreement is governed by the internal substantive laws, but not the choice of law rules, of California. NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. By your signature and the State of Delaware. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent to the exclusive jurisdiction signature of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interestCompany's representative below, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee you and the Company shall be irrevocably bound agree that this Option is granted under and governed by such Award the terms and conditions of the Plan and this Option Agreement. The undersigned Optionee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan and Option Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Option Agreement. Optionee further agrees that Gxxxxxx’s decisions or execution of to notify the Company upon any documents with respect to change in the Shares covered by such Award Agreement shall be the decisionresidence address indicated below. OPTIONEE: COMMERCE ONE, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouseINC. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) __________ Signature _______________________________ (By _______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ________________________ delivered herewith, Print Name _______________________________ Title _______________________________ Residence Address CONSENT OF SPOUSE The undersigned spouse of Optionee has read and does hereby irrevocably constitute approves the terms and appoint conditions of the Corporate Secretary Plan and this Option Agreement. In consideration of the Company's granting his or her spouse the right to purchase Shares as set forth in the Plan and this Option Agreement, the undersigned hereby agrees to be irrevocably bound by the terms and conditions of the Plan and this Option Agreement and further agrees that any community property interest shall be similarly bound. The undersigned hereby appoints the undersigned's spouse as attorney-in-factfact for the undersigned with respect to any amendment or exercise of rights under the Plan or this Option Agreement. _______________________________ Spouse of Optionee EXHIBIT A COMMERCE ONE, INC. 2004 INDUCEMENT PLAN EXERCISE NOTICE Commerce One, Inc. Xxx Xxxxxx Xxxxxxx Xxxxx, Suite 1300 San Francisco, CA 94105 Attention: Stock Plan Administration Exercise of Option. Effective as of today, ________________, 20___, the undersigned ("Purchaser") hereby elects to transfer purchase ______________ shares (the said shares of stock on the books "Shares") of the said corporation with Common Stock of Commerce One, Inc. (the "Company") under and pursuant to the 2004 Inducement Plan (the "Plan") and the Stock Option Agreement dated __________________, 20___ (the "Option Agreement"). The purchase price for the Shares shall be $____________, as required by the Option Agreement. Delivery of Payment. Purchaser herewith delivers to the Company the full power purchase price for the Shares. Representations of substitution in Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the premises. Dated: [name]Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

Entire Agreement; Governing Law. The Plan and this Award Option Agreement are incorporated herein by reference. This Agreement, the Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser's interest except by means of a writing signed by the Company and GranteePurchaser. The construction, interpretation, performance and enforcement of this Award Agreement shall be This agreement is governed by the internal substantive laws, but not the choice Delaware law except for that body of law rulespertaining to conflict of laws. Submitted by: Accepted by: PURCHASER ENDOCARE, of the State of DelawareINC. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____ By:________________________ (Signature _______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ___________________ delivered herewithIts:_______________________ Print Name __________________________ Social Security No: Address: Address: __________________________ Endocare, Inc. 000 Xxxxxxxxxx Xxxxx __________________________ Xxxxxx, XX 00000 ADDENDUM TO STOCK OPTION AGREEMENT ACCREDITED INVESTOR The following representations, warranties and covenants are hereby incorporated into, and does are hereby irrevocably constitute made a part of, that certain Stock Option Agreement (the "Option Agreement") by and appoint between Endocare, Inc. (the Corporate Secretary "Company") and Xxxxxxx Xxxxxxxxx ("Optionee") evidencing the stock option (the "Option") granted on August 18, 2004 to Optionee under the terms of the Plan. All capitalized terms in this Addendum not otherwise defined herein shall have the meanings assigned to them in the Option Agreement. The Optionee hereby represents, warrants and covenants to and for the benefit of the Company, with knowledge that the Company is relying thereon in issuing the Option to the Optionee, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated: [name]follows:

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and GranteeParticipant. The construction, interpretation, performance and enforcement of this Award This Option Agreement shall be is governed by the internal substantive laws, laws but not the choice of law rulesrules of California. 11. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, of the State of DelawareBEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. For purposes of litigating any dispute that may arise directly or indirectly from this Award AgreementPARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION AGREEMENT, the parties hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interestCONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, if anyFOR ANY PERIOD, including any community property interestOR AT ALL, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decisionAND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated: [name]WITH OR WITHOUT CAUSE.

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Stock Grant Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee You with respect to the subject matter hereof, and may not be modified adversely to Your interest except by means of a writing signed by You and the Company and GranteeCompany. The construction, interpretation, performance and enforcement of this Award Agreement shall be This agreement is governed by the internal substantive laws, but not the choice of law rules, laws of the State of DelawareColorado. For purposes By Your signature and the signature of litigating the Company's representative below, You and the Company agree that this Stock Grant is granted under and governed by the terms and conditions of the Plan and this Stock Grant Agreement. You have reviewed the Plan and this Stock Grant Agreement in their entirety, have had an opportunity to obtain the advice of counsel prior to executing this Stock Grant Agreement and fully understand all provisions of the Plan and Stock Grant Agreement. You hereby agree to accept as binding, conclusive, and final all decisions or interpretations of the Company upon any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent questions relating to the exclusive jurisdiction of Plan and Stock Grant Agreement. You further agree to notify the State of Delaware and agree that Company upon any such litigation shall be conducted only change in the courts of Delaware or the federal courts of the United States located in Delaware and no other courtsresidence indicated below. PACIFIC CMA, INC. By: ---------------------------------- ---------------------------------- PURCHASER'S NAME Title: ---------------------------------- ---------------------------------- ---------------------------------- Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx ---------------------------------- ---------------------------------- City, State, Zip City, State, Zip CONSENT OF SPOUSE The undersigned I have read and hereby approve the terms and conditions of the Plan and this Stock Grant Agreement. In consideration of the Company's granting my spouse of Gxxxxxx agrees that his/her/their interestthe right to purchase Shares, if any, including any community property interest, as set forth in the Shares subject Plan and this Stock Grant Agreement, I hereby agree to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned the terms and conditions of the Plan and this Stock Grant Agreement and further agrees agree that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement community property interest shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned similarly bound. I hereby appoint my spouse as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as my attorney-in-fact, fact with respect to transfer any amendment or exercise of rights under the said shares Plan or this Stock Grant Agreement. --------------------------------------- Signature of stock on the books Spouse of the said corporation with full power of substitution in the premises. Dated: [name]Purchaser --------------------------------------- Type or Print Name --------------------------------------- Date

Entire Agreement; Governing Law. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee with respect to the subject matter hereof, and may not be modified except by means of a writing signed by the Company and Grantee. The construction, interpretation, performance and enforcement of this Award Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated: [name]

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Option Agreement constitute the entire agreement of the parties with respect to regarding the subject matter hereof acquisition of stock in the Company and supersede in their entirety all prior oral and written undertakings and agreements of the Company and Grantee the Optionee on that subject, with respect the exception of any other options previously granted and delivered to the subject matter hereof, and Optionee under the Plan or any similar plan maintained by the Company or its Affiliates. This agreement may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Granteethe Optionee. The construction, interpretation, performance and enforcement of this Award This Option Agreement shall be is governed by the internal substantive laws, laws but not the choice of law rules, rules of the State of DelawareMinnesota. For purposes By the Optionee’s signature and the signature of litigating any dispute that may arise directly or indirectly from this Award Agreementthe Company’s representative below, the parties hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee Optionee and the Company shall be irrevocably bound agree that this Option is granted under and governed by such Award the terms and conditions of the Plan and this Option Agreement. The undersigned Optionee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan and Option Agreement. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors (or any Committee to whom the Board has delegated administration of the Plan) upon any questions relating to the Plan and this Option Agreement. The Optionee further agrees that Gxxxxxx’s decisions or execution to notify the Company of any documents with respect to change in the Shares covered by such Award Agreement shall be the decisionOptionee’s residence address indicated below. OPTIONEE: EVO TRANSPORTATION & ENERGY SERVICES, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisionsINC. /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx Xxxxxx, executed such documents or performed such acts done by the undersigned’s spouseXx. Spouse of Grantee (if any): Signature) Title: Chief Financial Officer Xxxxxx X. Xxxxx Xxxxxx Xxxxxx, Xx. (signaturePrint Name) (Print Name) Address: DateAddress: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells0000 Xxxx Xxxx Xxxxxxxx Xxxxxxx, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stockXxxxxx, par value $.0001XX 00000 Exhibit A EVO TRANSPORTATION & ENERGY SERVICES, of NeOnc Technologies HoldingsINC. 2018 STOCK INCENTIVE PLAN EXERCISE NOTICE EVO Transportation & Energy Services, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated: [name]

Entire Agreement; Governing Law. The Plan and this Award Agreement are incorporated herein by reference. This Agreement, the Plan and the Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company and GranteePurchaser. The construction, interpretation, performance and enforcement terms of this Award Agreement shall be Exercise Notice are governed by by, and construed in accordance with, the internal substantive laws, but not the choice of law rules, of the State of DelawareUtah. For purposes of litigating any dispute that may arise arises directly or indirectly from this the relationship of the parties evidenced by the Option or the terms of the Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Delaware Utah and agree that any such litigation shall be conducted only in the courts of Delaware Utah, Fourth District, or the federal courts of for the United States located in Delaware for the 10th Circuit, and no other courts, where this Option grant is made and/or to be performed. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interestSubmitted by: Accepted by: PURCHASER: OMNITURE, if anyINC. Signature By Print Name Its Address: Address: Omniture, including any community property interestInc. 500 Xxxx Xxxxxxxxxx Xxxxxx Orem, Utah 84097 Attention: Stock Plan Administration Date Received OMNITURE, INC. 2006 EQUITY INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT NON-U.S. PARTICIPANTS Unless otherwise defined herein, the terms defined in the Shares subject to Omniture, Inc. 2006 Equity Incentive Plan (the foregoing Award Agreement between Grantee and “Plan”) will have the Company shall be irrevocably bound by such same defined meanings in this Award Agreement. The undersigned further agrees that GxxxxxxNOTICE OF STOCK OPTION GRANT Participant’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: DateParticipant’s Address: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary You have been granted an option to purchase Shares of the Company, as attorney-in-fact, subject to transfer the said shares of stock on the books terms and conditions of the said corporation with full power Plan and this Award Agreement, including Exhibit B for Participant’s country (if any) as follows: Grant Number: Date of substitution in the premises. DatedGrant: [name]Vesting Commencement Date: Exercise Price per Share: $ Total Number of Shares Granted: Total Exercise Price: $ Type of Option: Nonstatutory Stock Option (NSO) Term/Expiration Date:

Entire Agreement; Governing Law. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee with respect to the subject matter hereof, and may not be modified except by means of a writing signed by the Company and Grantee. The construction, interpretation, performance and enforcement of this Award Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): /s/ Sxxxxxxx Xxxxxxx (signature) Name: Sxxxxxxx Xxxxxxx Date: January 5, 2024 ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated: [name]

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Option Agreement constitute the entire agreement of the parties with respect to regarding the subject matter hereof acquisition of stock in the Company and supersede in their entirety all prior oral and written undertakings and agreements of the Company and Grantee the Optionee on that subject, with respect the exception of any other options previously granted and delivered to the subject matter hereof, and Optionee under the Plan or any similar plan maintained by the Company or its Affiliates. This agreement may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Granteethe Optionee. The construction, interpretation, performance and enforcement of this Award This Option Agreement shall be is governed by the internal substantive laws, laws but not the choice of law rules, rules of the State of DelawareMinnesota. For purposes By the Optionee’s signature and the signature of litigating any dispute that may arise directly or indirectly from this Award Agreementthe Company’s representative below, the parties hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee Optionee and the Company shall be irrevocably bound agree that this Option is granted under and governed by such Award the terms and conditions of the Plan and this Option Agreement. The undersigned Optionee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan and Option Agreement. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors (or any Committee to whom the Board has delegated administration of the Plan) upon any questions relating to the Plan and this Option Agreement. The Optionee further agrees that Gxxxxxx’s decisions or execution to notify the Company of any documents with respect to change in the Shares covered by such Award Agreement shall be the decisionOptionee’s residence address indicated below. OPTIONEE: EVO TRANSPORTATION & ENERGY SERVICES, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisionsINC. /s/ Xxxxxx X. Xxxxxx, executed such documents or performed such acts done by the undersigned’s spouseXx. Spouse of Grantee By: (if any): Signature) Title: CEO Xxxxxx X. Xxxxxx, Xx. Xxxx X. Xxxxx (signaturePrint Name) Address: 0000 Xxxxx 00xx Xxxxxx Xxxxxxxxxx, XX 00000 (Print Name) Address: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells0000 Xxxx Xxxx Xxxxxxxx Xxxxxxx, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stockXxxxxx, par value $.0001XX 00000 Exhibit A EVO TRANSPORTATION & ENERGY SERVICES, of NeOnc Technologies HoldingsINC. 2018 STOCK INCENTIVE PLAN EXERCISE NOTICE EVO Transportation & Energy Services, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated: [name]

Entire Agreement; Governing Law. The Plan and this Award This Agreement constitute contains the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety supersedes all prior undertakings agreements, understandings and agreements of the Company and Grantee arrangements with respect to the subject matter hereof, and may not be modified except by means of a writing signed by the Company and Grantee. The construction, interpretation, performance and enforcement of this Award This Agreement shall be governed by construed in accordance with the internal substantive laws, but not the choice of law rules, laws of the State of DelawareNew York applicable to contracts formed and to be performed entirely within the State of New York, without regard to conflict of laws principles, and in accordance with the applicable provisions of the Investment Company Act. For purposes In such case, to the extent the applicable laws of litigating the State of New York, or any dispute that may arise directly or indirectly from of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control. Subject to Section 16 hereof, each party to this Award Agreement, to the parties fullest extent permitted by law, (a) hereby submit and consent irrevocably submits to the exclusive jurisdiction of the state court of the State of Delaware New York, New York County, and agree the United States District Court located in the State of New York, New York County, (b) hereby waives and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such litigation shall action brought in one of the above-named courts should be conducted only dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the courts of Delaware above-named courts, or that this Agreement or the federal courts subject matter hereof may not be enforced in or by such court and (c) hxxxxx agrees not to commence any action arising out of or based upon this Agreement or relating to the subject matter hereof other than before one of the United States located above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Unless otherwise agreed to in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse writing by the parties, each party to this Agreement hereby (x) consents to service of Gxxxxxx process in any such action in any manner permitted by New York law, (y) agrees that his/her/their interestservice of process made in accordance with clause (x) or made by registered or certified mail, if anyreturn receipt requested, including any community property interest, in the Shares subject at its address specified pursuant to the foregoing Award notice provisions of this Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect will, to the Shares covered fullest extent permitted by law, constitute good and valid service of process in any such Award Agreement shall be action and (z) waives and agrees, to the decisionfullest extent permitted by law, signature or deed not to assert (by way of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Companymotion, as attorney-in-facta defense, to transfer the said shares or otherwise) in any such action any claim that service of stock on the books process made in accordance with clause (x) or clause (y) does not constitute good and valid service of the said corporation with full power of substitution in the premises. Dated: [name]process.

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee You with respect to the subject matter hereof, and may not be modified adversely to Your interest except by means of a writing signed by You and the Company and GranteeCompany. The construction, interpretation, performance and enforcement of this Award Agreement shall be This agreement is governed by the internal substantive laws, but not the choice of law rules, laws of the State of DelawareColorado. For purposes By Your signature and the signature of litigating the Company's representative below, You and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement. You have reviewed the Plan and this Option Agreement in their entirety, have had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understand all provisions of the Plan and Option Agreement. You hereby agree to accept as binding, conclusive, and final all decisions or interpretations of the Company upon any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent questions relating to the exclusive jurisdiction of Plan and Option Agreement. You further agree to notify the State of Delaware and agree that Company upon any such litigation shall be conducted only change in the courts of Delaware or the federal courts of the United States located in Delaware and no other courtsresidence indicated below. PACIFIC CMA, INC. By: ---------------------------------------- ------------------------------- OPTIONEE'S NAME Title: ---------------------------- ---------------------------------------- ---------------------------------- Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx ---------------------------------------- ---------------------------------- City, State, Zip City, State, Zip CONSENT OF SPOUSE The undersigned I have read and hereby approve the terms and conditions of the Plan and this Option Agreement. In consideration of the Company's granting my spouse of Gxxxxxx agrees that his/her/their interestthe right to purchase Shares, if any, including any community property interest, as set forth in the Shares subject Plan and this Option Agreement, I hereby agree to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned the terms and conditions of the Plan and this Option Agreement and further agrees agree that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement community property interest shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned similarly bound. I hereby appoint my spouse as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as my attorney-in-factfact with respect to any amendment or exercise of rights under the Plan or this Option Agreement. ---------------------------------------- Signature of Spouse of Optionee ---------------------------------------- Type or Print Name ---------------------------------------- Date EXHIBIT A 2000 STOCK PLAN EXERCISE NOTICE Pacific CMA, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. DatedInc. ---------------------- ---------------------- Attention: [name]Corporate Secretary

Entire Agreement; Governing Law. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee with respect to the subject matter hereof, and may not be modified except by means of a writing signed by the Company and Grantee. The construction, interpretation, performance and enforcement of this Award Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): /s/ Kxxxx Xxxxxxxxxxx (signature) Name: Kxxxx Xxxxxxxxxxx Date: January 4, 2024 ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated: [name]

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and GranteeOptionee. The constructionThis agreement is governed by California law except for that body of law pertaining to conflict of laws. By your signature and the signature of the Company's representative below, interpretation, performance you and enforcement of the Company agree that this Award Agreement shall be Option is granted under and governed by the internal substantive laws, but not the choice of law rules, terms and conditions of the State Plan and this Option Agreement. Optionee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of Delawarecounsel prior to executing this Option Agreement and fully understands all provisions of the Plan and Option Agreement. For purposes Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of litigating the Administrator upon any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent questions relating to the exclusive jurisdiction of Plan and Option Agreement. Optionee further agrees to notify the State of Delaware and agree that Company upon any such litigation shall be conducted only change in the courts of Delaware residence indicated below. OPTIONEE GEOWORKS ---------------------------- ---------------------------- Signature Signature Xxxxx X. Xxxxxxx ---------------------------- Chief Executive Officer Type or the federal courts of the United States located in Delaware and no other courts. Print Name ---------------------------- 000 Xxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxx, XX 00000-0000 ---------------------------- ---------------------------- CONSENT OF SPOUSE The undersigned souse of Optionee has read and hereby approves the terms and conditions of the Plan and this Option Agreement. In consideration of the Company's granting his or her spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, the right to purchase Shares as set forth in the Shares subject Plan and this Option Agreement, the undersigned hereby agrees to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreementthe terms and conditions of the Plan and this Option Agreement and further agrees that any community property interest shall be similarly bound. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by hereby appoints the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company standing in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, 's spouse as attorney-in-factfact for the undersigned with respect to any amendment or exercise of rights under the Plan or this Option Agreement. --------------------------------- Signature of Spouse of Optionee --------------------------------- Type or Print Name --------------------------------- Date EXHIBIT A 1994 STOCK PLAN EXERCISE NOTICE Geoworks 000 Xxxxxxxx Xxxxxx Xxxxxxx, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. DatedXX 00000 Attention: [name]Corporate Secretary

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and GranteeOptionee. The construction, interpretation, performance and enforcement of this Award Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of DelawareTHIS AGREEMENT IS GOVERNED BY DELAWARE LAW EXCEPT FOR THAT BODY OF LAW PERTAINING TO CONFLICT OF LAWS. For purposes of litigating any dispute that may arise directly or indirectly from this Award Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts. CONSENT OF SPOUSE The undersigned spouse of Gxxxxxx agrees that his/her/their interest, if any, including any community property interest, in the Shares subject to the foregoing Award Agreement between Grantee and the Company shall be irrevocably bound by such Award Agreement. The undersigned further agrees that Gxxxxxx’s decisions or execution of any documents with respect to the Shares covered by such Award Agreement shall be the decision, signature or deed of the undersigned and irrevocably bind the undersigned as if the undersigned had made such decisions, executed such documents or performed such acts done by the undersigned’s spouse. Spouse of Grantee (if any): (signature) Name: Date: ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _____________________”) _____________ (_______) shares of the common stock, par value $.0001, of NeOnc Technologies Holdings, Inc., Autobytel Inc. a Delaware corporation Dated as of: By: ---------------- ---------------------------------- Name: ---------------------------------- Title: ---------------------------------- OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S 1999 STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the “Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company standing upon any change in the undersigned’s name on the books of said corporation represented by Certificate No. ____ delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of the Company, as attorney-in-fact, to transfer the said shares of stock on the books of the said corporation with full power of substitution in the premises. Dated: [name]residence address indicated below.