Common use of Repurchase Option Clause in Contracts

Repurchase Option. In the event Purchaser ceases to be ----------------- "employed by the Company" (as defined herein) for any reason, with or without cause (including death, disability or voluntary resignation), the Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 90 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. The option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by of the Company" (as defined herein) voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), with or without cause (including death, disability or voluntary resignation)cause, the Company shall, shall upon the date of such termination, termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for a period of 90 60 days from such termination date to repurchase all or any portion of the Unvested Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share specified in Section 1. For purposes of this Agreement1 (adjusted for any stock splits, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company stock dividends and the effective date on which Purchaser's employment terminated. like). (ii) The option Repurchase Option shall be exercised by the Company by written notice to Purchaser or his Purchaser's executor and, at the Company's option, (iA) by delivery to the Purchaser or his Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. . (iii) One hundred percent (100%) of the Unvested Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of The Unvested Shares shall be released from the repurchase option on the first anniversary of Repurchase Option in accordance with the Vesting Commencement Date (as Schedule set forth on in the signature page Notice of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), Stock Option Grant until all Shares are released from the repurchase optionRepurchase Option. Fractional shares shall be rounded to the nearest whole share. (iv) In the event of a proposed sale of all or substantially all of the Company's assets or a merger of the Company with or into another corporation, the Repurchase Option shall terminate automatically and the Shares subject to those terminated rights shall immediately vest in full, except to the extent the Agreement is assumed by the successor corporation or a parent or subsidiary of such successor corporation in which case the Repurchase Option shall continue to lapse in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant.

Repurchase Option. In the event Purchaser ceases to be of termination of the Optionee's ----------------- "employed by full time employment with the Company" (as defined herein) Company for any reason, with or without cause cause, whether voluntarily or involuntarily, including by reason of death or disability (including death, disability or voluntary resignationherein referred to as the "Termination"), the Company shall, upon the date of such termination, Termination the Company shall have an irrevocable, irrevocable and exclusive option for a period of 90 days from such termination date (the "Repurchase Option") to repurchase that number of Shares by which the aggregate number of Shares purchased by Optionee pursuant to this Option exceeds the number of Vested Shares, as determined upon the date of such Termination ("Unvested Shares"). The Company shall pay to Optionee the Original Issuance Price per Share multiplied by the number of Unvested Shares as to which the Company exercises the Repurchase Option (as adjusted for stock splits, stock dividends, combinations and the like) (the "Repurchase Price"). Within sixty (60) days following the last day upon which Optionee may purchase Shares pursuant to this Option, the Company shall notify Optionee as to whether it (or its assignee) wishes to purchase all or any a portion of the Shares held by Purchaser as subject to the Repurchase Option. The Company shall obtain the consent of Optionee for the repurchase of a portion but not all of Optionee's Shares subject to the Repurchase Option. If the Company (or its assignee) elects to purchase such Shares, it shall notify Optionee in writing of its (or its assignee's) intention to purchase all or a portion of such date which have not yet been released from the Company's repurchase option Shares) at the original purchase price per Share specified in Section 1. For purposes of this AgreementRepurchase Price, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. The option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, either (i) by delivery to set a date and location for the Purchaser or his executor with such notice of a check in the amount closing of the purchase price transaction not later than thirty (30) days from the date of such notice, at which time the Company (or its assignee) shall tender payment for the Shares being purchasedsuch Shares, or (ii) in close the event the Purchaser is indebted to transaction by mail by including payment for such Shares with the Company, by cancellation by the Company of an amount of such indebtedness equal 's notice to the purchase price Optionee. Payment for the Shares being repurchasedmay be in the form of cash, or (iii) by a combination of (i) and (ii) so that the combined payment and check, cancellation of all or a portion of Optionee's indebtedness equals to the Company or any combination thereof. At such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described aboveclosing, the Company shall become the legal and beneficial owner of certificates representing the Shares being repurchased and all rights and interest therein or related thereto, and so purchased shall be delivered to the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent and canceled (100%) of or the Shares purchased by Purchaser shall initially be subject transferred to the Company's repurchase option as set forth above. Thereafterassignee, if applicable) or, in the case of payment by the Company (or its assignee) by mail, such certificates shall be deemed canceled (or the Shares held transferred to the Company's assignee, if applicable) as of the date of the mailing of the Company's notice and, thereafter, shall be promptly returned by Purchaser Optionee to the Company by certified or registered mail. Shares subject to the Repurchase Option as to which the Company (or its assignee) has not exercised the Repurchase Option within sixty (60) days following the last day upon which Optionee may purchase Shares pursuant to this Option shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole shareRepurchase Option.

Repurchase Option. In the event of the voluntary or involuntary termination of employment of Purchaser ceases to be ----------------- "employed by with the Company" (as defined herein) Company for any reason, with or without cause (including death, disability or voluntary resignation), the Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 90 60 days from such after the date of termination date to repurchase all or any portion of the Shares held by Purchaser as of such date which have not yet been released from the Company's ’s repurchase option pursuant to the release provisions below at the original purchase price per Share paid by Purchaser specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated1.2. The option shall be exercised by the Company by delivery of written notice of exercise of option to Purchaser or his executor and, at the Company's option, representative accompanied by either (i) by delivery to the Purchaser or his executor with such notice of a check in the amount equal to the number of Shares repurchased by the purchase price for Company multiplied by the Shares being purchased, per share Purchase Price set forth in Section 1.2 (the “Repurchase Price”) or (ii) in the event cancellation of a portion of the Purchaser is indebted Purchaser’s loan obligations due to the Company, by cancellation by Company under the Company of Note in an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase priceRepurchase Price. Upon delivery of such notice and payment of the purchase price in any of the ways described aboveRepurchase Price, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred Twenty five percent (10025%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's ’s repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first annual anniversary of the Vesting Commencement Date effective date of this Agreement (as each, a “Release Date”), provided that Purchaser is still employed by Company on such Release Date. Prior to and after expiration of the repurchase options set forth on herein, the signature page of this Agreement), and 1/48th Shares shall remain subject to the provisions of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (Company’s Stock Restriction Agreement, so long as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole sharesuch agreement remains in effect.

Repurchase Option. In the event Purchaser ceases to be of (i) the voluntary termination ----------------- "employed by of Purchaser's employment or consulting relationship with the Company, other than a Constructive Termination (as defined below) or (ii) the termination of Purchaser's employment relationship with the Company "for Cause" (as defined herein) for any reason, with or without cause (including death, disability or voluntary resignationbelow), the Company shall, shall upon the date of such termination, termination have an irrevocable, exclusive option for a period of 90 sixty (60) days from such termination date to repurchase all or any portion of the Shares held by the Purchaser as of such date which have not yet been released from the Company's repurchase option option, at the original purchase price per Share specified in Section 1. For purposes of this Agreement1 (adjusted for any stock splits, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company stock dividends and the effective date on which Purchaser's employment terminatedlike). The option shall be exercised by the Company by written notice to the Purchaser or his the Purchaser's executor and, at the Company's option, (i) by delivery to the Purchaser or his the Purchaser's executor with such notice Notice of a check in the amount of the purchase price for the Shares being purchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by the Purchaser. One hundred percent (100%) of the Shares purchased by the Purchaser (the "Unvested Shares") shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Unvested Shares held by the Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that the Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release): 1/4th twenty-five (25%) of the total number of Unvested Shares shall be released from the Company's repurchase option on immediately upon the first anniversary start of the Vesting Commencement Date (as set forth on the signature page of this Agreement), ) and 1/48th then the balance of the Unvested Shares originally purchased shall be released from the Company's repurchase option in equal successive monthly installments upon the completion of each month thereafter on of the Monthly Vesting Date next forty-eight (as set forth on the signature page of this Agreement)48) months thereafter, until all Shares are released from the Company's repurchase option; provided, however, that in the event of a sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, and if and only if the shareholders of the Company immediately prior to such sale or merger do not own a majority of the outstanding voting securities of the acquiring or surviving company, then all of the then Unvested Shares held by Purchaser shall be released from the repurchase option. Fractional shares shall be rounded to the nearest whole share. Upon the expiration or exercise of the Company's repurchase option described in this Section 3(a), a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 6(b) of this Agreement and delivered to the Purchaser. (1) For purposes of this Section 3(a), termination "for Cause" shall mean (i) the willful failure by Purchaser substantially to perform his material duties after a written demand for substantial performance is delivered to Purchaser by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that Purchaser has not substantially performed his material duties (including without limitation the failure by Purchaser to follow any reasonable specific directive established by a majority of the disinterested members of the Company's Board of Directors and of which Purchaser is given notice), which failure to perform continues for 30 days after such written notice (or, if longer than 30 days is reasonably required to cure, where such failure to perform continues beyond the end of the period reasonably required to cure, provided that such extension of the cure period beyond 30 days will apply only if Purchaser diligently seeks to cure during such extension period and further provided that in no event shall the total period to cure exceed 60 days); (ii) bad faith conduct related to the Company or the performance of Purchaser's material duties for the Company; or (iii) the conviction of Purchaser of any crime involving the property or business of the Company or its affiliates.

Repurchase Option. (a) In the event Purchaser ceases to be ----------------- "employed by Purchaser’s relationship with the Company (or a parent or subsidiary of the Company" (as defined herein) terminates for any reason (including death or disability), or for no reason, with such that after such termination Purchaser is no longer providing services to the Company (or without cause a parent or subsidiary of the Company) as an employee, director, consultant or advisor (including death, disability or voluntary resignationa “Service Provider”), then the Company shall, upon the date of such termination, shall have an irrevocableirrevocable option (the “Repurchase Option”), exclusive option for a period of 90 ninety (90) days from such after said termination date to repurchase all from Purchaser or any portion Purchaser’s personal representative, as the case may be, at a price per share equal to the Purchase Price, up to but not exceeding the number of shares of Stock that have not vested in accordance with the Shares held by Purchaser provisions of Section 2(b) below as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1termination date. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors The term of the Company determines that Purchaser is rendering substantial services Repurchase Option shall be extended to such longer period (1) as an officer, employee, consultant or independent contractor may be agreed to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. The option shall be exercised ; or (2) as needed to ensure the stock issued by the Company by written notice to does not lose its status as “qualified small business stock” under Section 1202 of the Code (as defined below). Purchaser hereby acknowledges that the Company has no obligation, either now or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchasedfuture, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in repurchase any of the ways described aboveshares of Common Stock, the Company shall become the legal whether vested or unvested, at any time. (b) One Million Six Hundred and beneficial owner Fifty Thousand (1,650,000) shares of the Shares being repurchased Stock (the “Option Shares”) shall initially be unvested and all rights and interest therein or related thereto, and subject to the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by PurchaserRepurchase Option. One hundred percent One-sixteenth (100%1/16th) of the Option Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall vest and be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released Repurchase Option on a quarterly basis measured from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are the Stock is released from the repurchase optionRepurchase Option (provided in each case that Purchaser remains a Service Provider as of the date of such release). (c) In the event of a Change in Control, the Repurchase Option shall lapse and all shares of Stock subject to Repurchase Option shall immediately become fully vested. Fractional For purposes hereof, “Change in Control” shall mean (A) a sale or other disposition of all or substantially all (as determined by the Board of Directors in its sole discretion) of the assets of the Company; or (B) a merger, consolidation or similar transaction in which the Company is not the surviving corporation (other than a transaction in which stockholders immediately before the transaction have, immediately after the transaction, at least a majority of the voting power of the surviving corporation); or (C) the consummation of a merger, consolidation or similar transaction in which the Company is the surviving corporation but the shares shall be rounded of the Company’s Common Stock outstanding immediately preceding the transaction are converted by virtue of the transaction into other property, whether in the form of securities, cash or otherwise (other than a transaction in which stockholders immediately before the transaction have, immediately after the transaction, at least a majority of the voting power of the surviving corporation); or (D) any transaction or series of related transactions in which in excess of fifty percent (50%) of the Company’s voting power is transferred, other than the sale by the Company of stock in transactions the primary purpose of which is to raise capital for the nearest whole shareCompany’s operations and activities.

Repurchase Option. Subject to the terms and conditions provided in this Section 3, Guarantor shall have the right (the "OPTION TO SUBSTITUTE") from time to time to purchase one or more of the Properties and to substitute therefor one or more properties (each, a "REPLACEMENT PROPERTY"). (a) Guarantor may exercise the Option to Substitute only by delivering written notice (each, a "SUBSTITUTION OPTION NOTICE") of the exercise of such right to the Acquirer during the period commencing on the day after the Closing Date and expiring, with respect to each Property, on the date on which the initial term of the Sonic Lease for such Property expires or is sooner terminated (each, a "SUBSTITUTION WINDOW EXPIRATION DATE"). (b) In the event Purchaser ceases that Guarantor elects to be ----------------- "employed purchase a Property, Guarantor shall simultaneously sell to the Acquirer a Replacement Property that has previously been approved in writing by the Company" financial institution (the "LENDER") that has made to the Acquirer or an Affiliate thereof a loan (the "LOAN") secured by the Property in accordance with the qualifications for a Replacement Property under such Lender's requirements. Each date on which the transactions contemplated by this Section 3 are consummated with respect to a Property and a Replacement Property shall be known as defined hereina "SUBSTITUTION DATE", which Substitution Date in all events shall not be later than ninety (90) for any reason, with or without cause (including death, disability or voluntary resignation), the Company shall, upon days after the date of such termination, have an irrevocable, exclusive option for a period of 90 days from such termination date the applicable Substitution Option Notice. The parties shall reasonably cooperate to repurchase all or any portion consummate the substitution contemplated by this Section 3 within the aforesaid ninety (90) day period. The value of the Shares held Replacement Property shall be approximately equal to the Purchase Price allocated to the Property being replaced but in no event less than the Purchase Price allocated to such Property, and the aggregate value of all Replacement Properties shall not exceed the aggregate value of such replaced Properties by Purchaser more than Three Million Dollars ($3,000,000.00). (c) On the Substitution Date: (i) Guarantor shall (A) execute, or cause the Designated Grantee (as hereinafter defined) to execute, a lease in the form attached hereto as Exhibit 1(c) for the Replacement Property (provided, however, (I) that the initial term of such lease shall be the unexpired initial term of the lease of the Property being repurchased, plus two five (5) year renewal periods, and (II) during each year of the term of the lease for the Replacement Property, the base rent and escalation thereunder shall be not less than the base rent and escalation under the lease for the applicable Property being repurchased, (B) execute a guaranty in the form attached hereto as Exhibit 2(b), (C) execute, acknowledge, and deliver to the Acquirer a special warranty deed for the Replacement Property, (D) pay the Allocated Property Cost (as hereinafter defined) for such Property in cash or readily available funds (E) execute, acknowledge and deliver to the Acquirer such other documents as may reasonably be requested by the Acquirer or the Lender, and (F) pay to the Acquirer all out-of-pocket costs incurred by the Acquirer in connection with such purchase of the Replacement Property and sale of the Property (including, without limitation, costs incurred in connection with title insurance policies, surveys, zoning reports, appraisals, building condition surveys, attorneys' fees, deed, mortgage and other recordation, transfer, document and stamp taxes, and any fees imposed by the Lender in connection with such substitution); and (ii) the Acquirer shall (A) execute, acknowledge and deliver to Guarantor or the Designated Grantee a special warranty deed for the Property, (B) execute and deliver the lease for the Replacement Property set forth in Section 3(c)(i)(A) and (C) pay the Replacement Property Purchase Price (as hereinafter defined) in cash or readily available funds. The Property shall be conveyed to Guarantor or the Designated Grantee in its "as is" condition as of the Substitution Date, subject to all restrictions, covenants, declarations, and easements of record as of such date which have not yet been released from and subject to the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors tenancy of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor applicable entity under the applicable Sonic Lease. The Guarantor shall provide to the Company. In case of any dispute as to whether Purchaser is employed by Acquirer representations and warranties customary in a sale transaction in connection with the Company, the Board of Directors conveyance of the Company will have discretion Replacement Property. The Substitution Date shall occur, if at all, prior to determine whether Purchaser has ceased to be employed by the Company earlier of (X) the Substitution Window Expiration Date, and (Y) the effective date on which Purchaser's employment terminatedthe Loan (as hereinafter defined) is discharged. The option "ALLOCATED PROPERTY COST" shall be exercised mean the Purchase Price allocated to the Property being replaced, plus all allocated costs capitalized by the Company Acquirer in connection with the Acquirer's acquisition and ownership of such Property. "REPLACEMENT PROPERTY PURCHASE PRICE" shall mean the fair market value of the Replacement Property as determined by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery an appraisal reasonably acceptable to the Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole shareAcquirer.

Repurchase Option. In the event Purchaser ceases to be ----------------- "employed Shareholder's employment with the Company is terminated (i) voluntarily by the CompanyShareholder or (ii) by the Company "For Cause" (as defined hereinin Section 4.01 of the Employment Agreement) for any reason, with or without cause before all of the shares of Restricted Stock are released from the Company's repurchase option (including death, disability or voluntary resignationsee Section 2), the Company shall, upon the date of such termination, termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option (which option may be assigned by the Company pursuant to Section 6(b)) (the "Repurchase Option") for a period of 90 ninety (90) days from such termination date to repurchase the Unreleased Shares (as defined in Section 2) at such time for a total consideration of One Dollar ($1.00) (the "Repurchase Price"). In the event Shareholder's employment with the Company is terminated by the Company other than "For Cause," all or any portion shares of the Shares held by Purchaser as of such date which have not yet been Restricted Stock shall be released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company Repurchase Option and the effective date on which Purchaser's employment terminatedRepurchase Option shall terminate and be of no further force or effect. The option Said Repurchase Option shall be exercised by the Company by written notice to Purchaser Shareholder or his Shareholder's executor (with a copy to the Escrow Holder, as defined in Section 3) and, at the Company's option, (i) by delivery to the Purchaser Shareholder or his Shareholder's executor with such notice of a check in the amount of the purchase price aggregate Repurchase Price for the Shares Restricted Stock being purchasedrepurchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such any of Shareholder's indebtedness to the Company equal to the purchase price aggregate Repurchase Price for the Shares Restricted Stock being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase priceaggregate Repurchase Price. Upon delivery of such notice and the payment of the purchase price aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares Restricted Stock being repurchased and all rights and interest interests therein or related relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares shares of Restricted Stock being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. In (i) Subject to Section 3(a)(iv), in the event Purchaser ceases to be ----------------- "employed by of the Company" (as defined herein) termination of Purchaser's employment or consulting relationship with the Company for any reason, with or without cause (including death, disability or voluntary resignation)cause, the Company shall, shall upon the date of such termination, termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for a period of 90 60 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share specified in Section 1. For purposes 1 (adjusted for any stock splits, stock dividends and the like); provided, however, that the Repurchase Option shall continue for a period of this Agreement, Purchaser will be considered up to be "employed by one year from the Company" if Termination Date to the Board of Directors of extent that the Company reasonably determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. such (ii) The option Repurchase Option shall be exercised by the Company by written notice to Purchaser or his Purchaser's executor and, at the Company's option, (iA) by delivery to the Purchaser or his Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. . (iii) One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. ThereafterRepurchase Option, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th 1/48 of the total number of Shares shall be released from the repurchase option on Repurchase Option at the first anniversary end of each month after the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase optionRepurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release). Fractional shares shall be rounded to the nearest whole share. (iv) Notwithstanding the forgoing, the Company's Repurchase Option shall terminate as to all Shares (X) upon a Change of Control, (Y) in the event the Company shall terminate Purchaser's employment with the Company other than for Cause or Purchaser's death or Disability, or (Z) in the event Purchaser shall terminate his employment with the Company because of a Constructive Termination. Any Shares as to which the Company's Repurchase Option has terminated pursuant to this Section 3(a)(iv) shall be deposited as Trust Shares under that certain Voting Trust Agreement dated March 19, 1997 among the Company, the holders of the Company's shares of Series A Preferred Stock and the Trustors and Voting Trustee signatory thereto. The following terms referred to in this Section 3(a)(iv) shall have the following meanings:

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by of the Company" (as defined herein) voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including 6 death or disability), with or without cause (including death, disability or voluntary resignation)cause, the Company shall, shall upon the date of such termination, termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for a period of 90 60 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share specified in Section 1. For purposes 1 (adjusted for any stock splits, stock dividends and the like); provided, however, that the Repurchase Option shall continue for a period of this Agreement, Purchaser will be considered up to be "employed by one year from the Company" if Termination Date to the Board extent that the Company reasonably determines that such an extension of Directors time is necessary to prevent the repurchase of Purchaser's Shares from causing other capital stock of the Company determines that Purchaser is rendering substantial services to not qualify as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors "small business stock" under Section 1202 of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. Internal Revenue Code of 1986, as amended. (ii) The option Repurchase Option shall be exercised by the Company by written notice to Purchaser or his Purchaser's executor and, at the Company's option, (iA) by delivery to the Purchaser or his Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred . (iii) The Repurchase Option shall be in effect with respect to sixty-seven percent (10067%) of the Shares purchased by Purchaser and shall initially be subject lapse as to the Company's repurchase option as set forth above. Thereafter, the 1/36 of such Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in on each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first monthly anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase optionRepurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release). The remaining thirty-three percent (33%) shall not be subject to the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by of the Company" (as defined herein) voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), with or without cause (including death, disability or voluntary resignation)cause, the Company shall, shall upon the date of such termination, termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for a period of 90 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share specified in Section 11 (adjusted for any stock splits, stock dividends and the like). For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor Shares subject to the Company. In case of any dispute 's Repurchase Option are referred to herein as to whether Purchaser is employed by "Unvested Shares" and shares that have been released from the Company, the Board of Directors of the Company will have discretion 's Repurchase Option are referred to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. as "Vested Shares". (ii) The option Repurchase Option shall be exercised by the Company by written notice to Purchaser or his Purchaser's executor and, at the Company's option, (iA) by delivery to the Purchaser or his Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (iiB) in the event the Purchaser is indebted to the CompanyCompany (whether or not said indebtedness is then due and payable), by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent . (iii) 100%) % of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(aRepurchase Option with one-third (1/3rd) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be being released from the repurchase option Repurchase Option on the first one year anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th an additional 1/36th of the total number of Shares originally purchased shall be released from the repurchase option Repurchase Option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement)thereafter, until so that all Shares shares are released from the repurchase optionfully vested after three years. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by of the Company" (as defined herein) voluntary or involuntary termination of the Shareholder's employment or consulting relationship with the Company for any reasonreason (including death or disability), with or without cause (including death, disability or voluntary resignation)cause, the Company shall, shall upon the date of such termination, termination (the "Termination Date") have ---------------- an irrevocable, exclusive option (the "Repurchase Option") for a period of 90 ----------------- sixty (60) days from such termination date to repurchase all or any portion of the Shares held by Purchaser the Shareholder as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share specified in Section 1. For purposes of this Agreementsuch Shares (adjusted for share exchanges, Purchaser will be considered stock splits, stock dividends and the like); provided, however, that the Repurchase Option shall continue for a -------- ------- period of up to be "employed by one year from the Company" if Termination Date to the Board extent that the Company reasonably determines that such an extension of Directors time is necessary to prevent the repurchase of such Shares from causing other capital stock of the Company determines that Purchaser is rendering substantial services to lose its status as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors "qualified small business stock" under Section 1202 of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. Internal Revenue Code of 1986, as amended. (ii) The option Repurchase Option shall be exercised by the Company by written notice to Purchaser the Shareholder or his the Shareholder's executor and, at the Company's option, (iA) by delivery to the Purchaser Shareholder or his the Shareholder's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (iiB) in the event the Purchaser Shareholder is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of accordance with the ways described aboveforegoing, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent the Shareholder. (100%iii) 795,625 of the Shares purchased by Purchaser (the "Vesting Shares") shall -------------- initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, 1/36th of the Vesting Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows Repurchase Option on each monthly anniversary of the Effective Date, until all Vesting Shares are released from the Repurchase Option (provided in each case that Purchaserthe Shareholder's employment or consulting relationship with the Company has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. (a) In the event Purchaser ceases to be ----------------- "employed by that either: (i) the Company" (as defined herein) Buyer for any reason, except for acts of God and other unforeseen events and actions over which the Buyer has no control, shall not satisfy the material conditions to the Second Closing, including payment of the principal amount of $792,500 due pursuant to the terms of the Acquisition Promissory Note subject to any cure period; or (ii) during the period following the First Closing through the Second Closing, YA Global Investments, LP (“YA Global”, f/k/a Cornell Capital Partners, LLP) and/or ▇▇▇▇▇▇▇▇▇▇ Equity Partners, Ltd., in one or a series of transactions converts the shares of Series A Convertible Preferred Shares held by them so that, following such transactions, they beneficially own in the aggregate and collectively at the time of such transactions and as disclosed in an appropriate filing with the SEC 15% or without cause (including death, disability or voluntary resignation)more of then issued and outstanding shares of the Buyer’s Common Stock, the Company shallMembers, upon the date of such terminationjointly and not severally, shall have an irrevocable, exclusive option (the “Repurchase Option”) to purchase all (but not less than all) of the shares of Buyer Sub common stock held in escrow pursuant to the Acquisition Pledge and Escrow Agreement attached hereto as Exhibit B for aggregate consideration of $100 (the “Repurchase Consideration”). The Repurchase Option shall be exercisable for a period of 90 15 days from following the first occurrence of an event set forth in either subparagraph (a) or (b) above (the “Repurchase Option Exercise Period”) and, if not exercised during such termination date Repurchase Option Exercise Period, the Repurchase Option shall automatically terminate and shall be of no further force or effect. The Members, jointly and not severally, shall exercise their Repurchase Option by delivering written notice to repurchase all the Buyer and Buyer Sub on or any portion before the expiration of the Shares held by Purchaser as Repurchase Option Exercise Period (the “Repurchase Option Notice”) together with a check or checks in the amount equal to the Repurchase Consideration. A closing with regard to the Member’s exercise of such date which have not yet been released the Repurchase Option shall occur no later than 15 business days following the Buyer’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Company's repurchase option Members (the “Repurchase Option Closing”). (b) In the event the Members exercise the Repurchase Option in accordance with Section 1.12(a): (i) as a break-up fee, the Members shall have a right to retain (A) all of the shares of Buyer Common stock issued at the original purchase price per Share specified in First Closing pursuant to Section 1. For purposes 1.6 above and (B) 5,000,000 shares of Buyer Common Stock issued pursuant to Section 1.7(a) above; and (ii) the Buyer’s obligations to pay the principal amount and interest due under the Acquisition Promissory Notes and One Year Notes shall terminate and such promissory notes shall be delivered to the Buyer at the Repurchase Option Closing for cancellation; and (iii) the Buyer shall have no further liability or obligation to the Members or the Surviving Corporation under this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. The option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchasedCollateral Agreements, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole shareotherwise.

Repurchase Option. In (a) If Recipient’s service as a director with the event Purchaser ceases to be ----------------- "employed by the Company" (as defined herein) Company or any Parent or Subsidiary is terminated for any reason, with including death or without cause Disability (including death, disability or voluntary resignationsuch date of termination of service is hereinafter referred to as the “Termination Date”), the Company shallshall have the right, upon but not the obligation, to purchase from Recipient, or Recipient’s personal representative, as the case may be, any or all of the Recipient’s Unvested Shares that have not become vested pursuant to Section 1(d) of this Agreement as of the Termination Date, at the par value of the Unvested Shares (the “Repurchase Option”) and otherwise in accordance with the terms set forth below. (b) The Company may exercise its Repurchase Option by delivering personally or by registered mail, to Recipient (or his transferee or legal representative, as the case may be), within twelve (12) months after the date of such termination, have an irrevocable, exclusive option a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for a period of 90 closing not later than thirty (30) days from the mailing of such termination date to repurchase all or any portion notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares held by Purchaser as of such date which have not yet been released from being transferred shall deliver the Company's repurchase option at stock certificate or certificates evidencing the original Unvested Shares, and the Company shall deliver the purchase price per therefor. (c) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within twelve (12) months following the Termination Date, the Repurchase Option shall terminate. (d) Subject to the provisions of Section 1(a) and 1(b) above, and subject to termination pursuant to section 1(c) above, and provided that the applicable Share specified Vesting Event (as hereinafter defined) occurs prior to the Recipient’s Termination Date, the Repurchase Option shall automatically terminate, and the Unvested Shares shall become vested (“Shares”) on the earlier to occur of: (i) the applicable Share Vesting Date (as hereinafter defined), and (ii) upon a Change in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors Control of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. The option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that individually and collectively referred to as a “Share Vesting Event”). The Share Vesting Date is the combined payment earliest date (other than a Change in Control) on which the Repurchase Option shall terminate with respect to all Unvested Shares and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from , . (e) For the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page purposes of this Agreement), and 1/48th “Change in Control” shall mean: (A) a merger, consolidation, share exchange, spin-out or other reorganization involving at least 50% of the Shares originally purchased shall be released from voting securities of the repurchase option each month thereafter on Company; (B) a complete liquidation or dissolution of the Monthly Vesting Date Company; or (as set forth on C) the signature page sale or other disposition of this Agreementall or substantially all of the assets of the Company and its Subsidiaries to any person (other than a transfer to another Subsidiary of the Company), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. (a) In the event Purchaser ceases to be ----------------- "employed by Purchaser's relationship with the Company (or a parent or subsidiary of the Company" (as defined herein) terminates for any reason (including death or disability), or for no reason, with or without cause (including deathcause, disability such that after such termination Purchaser is no longer an employee of, or voluntary resignation)consultant to, the Company shall(and regardless of whether or not Purchaser is then serving as a director of the Company), upon then the date of such termination, Company shall have an irrevocableirrevocable option (the "Repurchase Option"), exclusive option for a period of 90 ninety (90) days from after said termination, or such termination date longer period as may be agreed to repurchase all or any portion of the Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser, to repurchase from Purchaser or Purchaser's employment terminated. The option shall be exercised by personal representative, as the Company by written notice to Purchaser or his executor andcase may be, at the Company's optionoriginal price per share indicated above paid by Purchaser for such Stock ("Option Price"), (i) by delivery up to the Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name but not exceeding the number of Shares being repurchased by shares of Stock that have not vested in accordance with the Companyprovisions of Sections 2(b), without further action by Purchaser. 2(d) and 2(e) below as of such termination date. (b) One hundred percent (100%) of the Shares purchased by Purchaser Stock shall initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to On the date of any such release): 1/4th of the total number of Shares shall be released one (1) year from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of to this Agreement), and 1/48th ) (the "Vesting Anniversary Date") twenty-five percent (25%) (two hundred fifty thousand (250,000) shares) of the Shares originally purchased Stock subject to the Repurchase Option shall vest and be released from the repurchase option each month thereafter Repurchase Option. Thereafter, 1/48th of the Stock shall vest and be released from the Repurchase Option on a monthly basis measured from the Monthly Vesting Date (as set forth on the signature page of this Agreement)Anniversary Date, until all Shares are the Stock is released from the Repurchase Option (provided in each case that Purchaser remains an employee of, or a consultant to, the Company (or a parent or subsidiary of the Company) as of the date of such release). (c) In the event that Purchaser does not commence continuous service as an employee of, or a consultant to, the Company by April 15, 2001, then the Company shall have an irrevocable option, for a period of ninety (90) days after such date, or such longer period as may be agreed to by the Company and the Purchaser, to repurchase option. Fractional shares from Purchaser or Purchaser's personal representative, as the case may be, at the Option Price, one hundred percent (100%) of the Stock. (d) In the event of a Corporate Transaction, the Repurchase Option shall be rounded lapse as to twenty-five percent (25%) of the Stock then subject to the nearest whole shareRepurchase Option, and twenty-five percent (25%) of the Stock then subject to the Repurchase Option shall become fully vested. (e) If Purchaser is terminated without Cause (as defined below) or if Purchaser terminates his employment for Good Cause (as defined below) at any time within twelve (12) months following a Corporate Transaction, the Repurchase Option shall lapse as to fifty percent (50%) of the Stock then subject to the Repurchase Option, and fifty percent (50%) of the shares of Stock then subject to Repurchase Option shall immediately become fully vested. (f) For purposes of the Repurchase Option, "Cause" shall mean misconduct, including: (i) conviction of any felony or any crime involving moral turpitude or dishonesty; (ii) participation in a fraud or act of dishonesty against the Company; (iii) willful and material breach of Purchaser's duties that has not been cured within 30 days after written notice from the Company's Board of Directors of such breach; (iv) intentional and material damage to the Company's property or (v) material breach of the Proprietary Information and Inventions Agreement. For purposes of the Repurchase Option, "Good Cause" shall mean any of the following actions taken without Cause by the Company or a successor corporation or entity without Purchaser's consent: (i) substantial reduction of Purchaser's rate of compensation other than in connection with reductions to the rate of compensation of all officers; (ii) material reduction in Purchaser's duties, provided, however, that a change in job position (including a change in title) shall not be deemed a "material reduction" unless Purchaser's new duties are substantially reduced from the prior duties; (iii) failure or refusal of a successor to the Company to assume the Company's obligations under this Agreement in the event of a Corporate Transaction as defined below; or (iv) relocation of Purchaser's principal place of employment to a place greater than 50 miles from Purchaser's then current principal place of employment.

Repurchase Option. In the event of the voluntary or involuntary termination of employment of Purchaser ceases to be ----------------- "employed by with the Company" (as defined herein) Company for any reason, with or without cause (including death, disability death or voluntary resignationdisability) (a "Termination"), the Company shall, upon the date of such termination, have an irrevocable, exclusive option (the "Repurchase Option") for a period of 90 180 days from such termination date to repurchase from Purchaser, at the original purchase price per Share (the "Repurchase Price"), all or any portion of the Shares held by Purchaser as of such date which date, to the extent such Shares have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminatedRepurchase Option. The option Repurchase Option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor executor, with such notice Notice, of a check in the amount of the purchase price for the Shares being purchasedrepurchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price Repurchase Price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase priceRepurchase Price. Upon delivery of such notice and payment of the purchase price Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) of If a Termination occurs at any time after the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated date hereof and prior to the date of any such release): 1/4th last day of the total number twelfth full calendar month December 1, 1996 (the "Initial Period"), the Repurchase Option shall apply to 100% of the Shares. On the last day of the Initial Period, 12/48ths of the Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), Repurchase Option and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter Repurchase Option on the Monthly Vesting Date (as set forth last day of each calendar month thereafter, provided in each case the Purchaser is an employee of the Company on the signature page date of this Agreement), until all Shares are released from the repurchase optioneach said release. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing, all Shares shall be released from the Company's Repurchase Option under Section 3 immediately upon a merger or consolidation of the Company with or into any other corporation or other entity, or a sale of all or substantially all of the assets of the Company, unless the stockholders of the Company immediately prior to such transaction hold at least 50% of the outstanding equity securities of the equity surviving such merger or consolidation or the entity purchasing such assets, or the sale or transfer of more than 50% of the Company's Common Stock to a person or persons acting as a group, who is or are not controlled directly or indirectly by the Company, in a single transaction or series of related transactions.

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by of the Company" (as defined herein) voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), with or without cause (including death, disability or voluntary resignation)cause, the Company shall, shall upon the date of such termination, termination (the "Termination Date") have an irrevocable, ---------------- exclusive option (the "Repurchase Option") for a period of 90 60 days from such termination ----------------- date to repurchase all or any portion of the Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share specified in Section 1. For purposes 1 (adjusted for any stock splits, stock dividends and the like); provided, however, that the -------- ------- Repurchase Option shall continue for a period of this Agreement, Purchaser will be considered up to be "employed by one year from the Company" if Termination Date to the Board extent that the Company reasonably determines that such an extension of Directors time is necessary to prevent the repurchase of Purchaser's Shares from causing other capital stock of the Company determines that Purchaser is rendering substantial services to not qualify as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors "small business stock" under Section 1202 of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. Internal Revenue Code of 1986, as amended. (ii) The option Repurchase Option shall be exercised by the Company by written notice to Purchaser or his Purchaser's executor and, at the Company's option, (iA) by delivery to the Purchaser or his Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. . (iii) One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th 1/8th of the total number of Shares shall be released from the repurchase option Repurchase Option on the first anniversary of date that is six (6) months after the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the total number of Shares originally purchased shall be released release from the repurchase option Repurchase Option at the end of each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement)thereafter, until all Shares are released from the repurchase optionRepurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release); provided, however, that in the event that the Company ----------------- is merged or acquired or substantially all of the Company's assets are sold in a transaction in which the Company's shareholders immediately prior to such transaction hold less than 50% of the outstanding capital stock of the surviving entity immediately after such transaction, all of the Shares will be released from such Repurchase Option. Notwithstanding anything herein to the contrary, in the event that during the term of the Employment Agreement between the Company and the Purchaser dated June 26, 1997 (the "Employment Agreement"), -------------------- Purchaser's employment with the Company is terminated pursuant to an Involuntary Termination (as defined in the Employment Agreement) such Repurchase Option shall immediately lapse on the date of such Involuntary Termination with respect to 1/4th of the Shares, in addition to any Shares which have already been released from such Repurchase Option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. (a) In the event Purchaser the Participant ceases to be ----------------- "employed by the Company" (as defined herein) for any reason, with or without cause (including death, disability or voluntary resignation), the Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 90 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and its Subsidiaries for any reason (the effective “Termination”), the Issued Shares (whether held by the Participant or one or more transferees and including any Issued Shares acquired subsequent to such termination of employment) will be subject to repurchase by the Company and the holders of Investor Shares pursuant to the terms and conditions set forth in this Section 2 (the “Repurchase Option”). The Repurchase Option for any Issued Shares shall become effective: (i) if the Participant has not reached the age of 65 on or prior to the date of the Termination, on the later of the date the Participant has held the Issued Shares for six months or the date of the Termination or (ii) if the Participant has reached the age of 65 on or prior to the date of the Termination, on the later of the date which is six months following the date on which Purchaser's the Participant reached the age of 65, the date the Participant has held the Issued Shares for six months or the date of the Termination (the “Repurchase Date”). (b) If the Participant’s employment terminated. The option shall be exercised with the Company and its Subsidiaries is terminated by the Company by written notice to Purchaser or his executor any such Subsidiary without Cause or following the date upon which the Participant reaches the age of 65 and, at the Company's optiontime of such termination, (i) Participant could not have been terminated by delivery to the Purchaser Company or his executor such Subsidiary with such notice of a check in the amount of Cause, the purchase price for the Issued Shares being purchased, shall be the Fair Market Value thereof on the Repurchase Date. If the Participant’s employment with the Company and its Subsidiaries is (i) terminated by the Company or any such Subsidiary for Cause or (ii) in voluntarily terminated by the event the Purchaser is indebted Participant prior to the Companydate upon which the Participant reaches the age of 65, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Issued Shares being repurchasedshall be the lower of Fair Market Value on the Repurchase Date and Original Cost thereof. (c) The Company may elect to purchase all or any portion of the Issued Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of Issued Shares within 60 days after the Repurchase Date. The Repurchase Notice will set forth the Issued Shares to be acquired from each holder, or (iii) the aggregate consideration to be paid for such Issued Shares and the time and place for the closing of the transaction. The number of Issued Shares to be repurchased by a combination the Company shall first be satisfied, to the extent possible, from the Issued Shares held by the Participant at the time of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment the Repurchase Notice. If the number of Issued Shares then held by the purchase price in any Participant is less than the total number of Issued Shares which the ways described aboveCompany has elected to purchase, the Company shall become purchase the legal and beneficial owner remaining Issued Shares elected to be purchased from the other holder(s) of the Issued Shares being repurchased and all rights and interest therein or related theretounder this Agreement, and the Company shall have the right pro rata according to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Issued Shares held by Purchaser shall be released from such other holder(s) at the Company's repurchase option under this Section 3(a) time of delivery of such Repurchase Notice (determined as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (nearly as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded practicable to the nearest whole share). (d) If for any reason the Company does not elect to purchase all of the Issued Shares pursuant to the Repurchase Option, the holders of Investor Shares shall be entitled to exercise the Repurchase Option for the Issued Shares which the Company has not elected to purchase (the “Available Shares”). As soon as reasonably practicable after the Company has determined that there will be Available Shares, but in any event within 60 days after the Repurchase Date, the Company shall give written notice (the “Option Notice”) to each of the holders of Investor Shares setting forth the number of Available Shares and the purchase price for the Available Shares. Each holder of Investor Shares may elect to purchase any or all of the Available Shares by giving written notice to the Company within 60 days after the Option Notice has been delivered to such holder of Investor Shares by the Company. In the event that the holders of Investor Shares elect to purchase more Available Shares than are available, then the number of Available Shares to be purchased by each such holder that has elected to purchase more than its pro rata share of Available Shares (based upon the number of shares of Investor Shares held by all such holders of Investor Shares) shall be reduced on a pro rate basis in proportion to the number of Investor Shares held by all holders that have elected to purchase more than their pro rate share that are not owned by such holder. As soon as practicable, and in any event within five (5) days after the expiration of such 60-day period, the Company shall notify each holder of Issued Shares as to the number of Issued Shares being purchased from such holder by each holder of Investor Shares (the “Supplemental Repurchase Notice”) exercising the Repurchase Option setting forth the number of Issued Shares which such holder of Investor Shares is entitled to purchase, the aggregate purchase price for such Issued Shares and the time and place of the closing of the transaction. (e) The closing of the purchase of the Issued Shares pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than 45 days nor less than five (5) days after the delivery of such notice. The Company and/or the holders of Investor Shares, as the case may be, will pay for the Issued Shares to be purchased pursuant to the Repurchase Option by delivery of a check or wire transfer of funds to the holders of the Issued Shares. The Company and the holders of Investor Shares will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers’ signatures be guaranteed. (f) Notwithstanding anything to the contrary contained in this Agreement, the Company’s exercise of the Repurchase Option shall be subject to applicable restrictions contained in applicable law and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Issued Shares hereunder which the Company is otherwise required to make or create a default thereunder, the time periods provided in this Section 2 shall be suspended, and the Company may make such repurchases under this Section 2 as soon as it is permitted to do so under such restrictions (and the Company shall inform the Participant of such restrictions in the Repurchase Notice) and shall consummate such repurchase of Issued Shares promptly following the cessation of all such restrictions thereon (by giving the holder or holders of Issued Shares a new Repurchase Notice). (g) The right of the Company and the holders of Investor Shares to repurchase Issued Shares pursuant to this Section 2 shall terminate upon the consummation of an IPO (as hereinafter defined).

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by the Company" (as defined herein) for any reason, with or without cause (including death, disability or voluntary resignation)of Purchaser’s Termination, the Company shall, shall upon the date of such termination, termination (the “Termination Date”) have an irrevocable, exclusive option (the “Repurchase Option”) for a period of 90 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option ’s Repurchase Option at the original purchase price per Share specified in Section 11 (adjusted for any stock splits, stock dividends and the like). For purposes In addition, the event of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors a Purchaser’s Termination for “Cause” as provided in Section 9.4 of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the CompanyPlan, the Board of Directors Company shall have an irrevocable exclusive option to repurchase any Shares purchased after the first event constituting “Cause”. (ii) Unless the Company notifies Purchaser within 90 days from the Termination Date that it does not intend to exercise its Repurchase Option with respect to some or all of the Company will have discretion to determine whether Purchaser has ceased to be employed by Shares, the Company and the effective date on which Purchaser's employment terminated. The option Repurchase Option shall be deemed automatically exercised by the Company as of the 90th day following the Termination Date, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser or his executor andof the Company’s intention to exercise its Repurchase Option with respect to all Shares to which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Company's option, Repurchase Option by either (iA) by delivery to the Purchaser or his executor with such notice of delivering a check to Purchaser in the amount of the purchase price for the Shares being purchasedrepurchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of canceling an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery In the event of any deemed automatic exercise of the Repurchase Option pursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Company, such notice and payment of indebtedness equal to the purchase price in any of the ways described aboveShares being repurchased shall be deemed automatically canceled as of the 90th day following the Termination Date unless the Company otherwise satisfies its payment obligations. As a result of any repurchase of Shares pursuant to this Section 3(a), the Company shall become the legal and beneficial owner of the Shares being repurchased and shall have all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent . (100%iii) All of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, the Shares held by Provided that Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows remains continuously employed (provided in each case that Purchaser's employment has not been terminated prior or continues to provide services to the date of any such release): 1/4th Company as a consultant), 37,500 of the total number of Shares shall be released from the repurchase option Repurchase Option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th an additional 18,750 Shares on each of the end of eighteen months after the Vesting Commencement Date and the second anniversary of the Vesting Commencement Date and an additional 12,500 Shares originally purchased on each of the end of thirty months after the Vesting Commencement Date and the third anniversary of the Vesting Commencement Date so that all 100,000 Shares shall be released from the repurchase option each month thereafter Repurchase Option on the Monthly Vesting Fully Vested Date (as set forth on the signature page of this Agreement). (iv) Notwithstanding the foregoing, until in the event of a Change of Control Termination (as defined below in Section 8(g)), all Shares are shall be released from the repurchase option. Fractional shares shall be rounded to the nearest whole shareRepurchase Option.

Repurchase Option. In the event (a) If Purchaser ceases to be ----------------- "employed by the Company" (as defined herein) a Service Provider for any reason, with or without cause (including for cause, death, disability or voluntary resignation)and disability, the Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 90 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. The option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to transfer purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date on which Purchaser ceases to be a Service Provider at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”). (b) The Company may exercise its own name Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the number case may be), within ninety (90) days of the date on which Purchaser ceases to be a Service Provider, a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being repurchased transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, without further action date of closing, and waiving the closing at the Company’s office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by Purchaser. giving the requisite notice within ninety (90) days following the date on which Purchaser ceases to be a Service Provider, the Repurchase Option shall terminate. (e) One hundred percent (100%) of the Unvested Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of The Unvested Shares shall be released from the repurchase option on the first anniversary of Repurchase Option in accordance with the Vesting Commencement Date (as Schedule set forth on in the signature page Notice of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), Grant until all Shares are released from the repurchase optionRepurchase Option. Fractional shares Shares shall be rounded to the nearest whole share.

Repurchase Option. (i) In the event of the termination of Purchaser's Service by Purchaser ceases to be ----------------- "employed by or the Company" (as defined herein) Company for any reason, with or without cause (including death, disability or voluntary resignation)cause, the Company shall, shall upon the date of such termination, termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for a period of 90 days from such termination date to repurchase all or any portion of the Unvested Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase per share repurchase price of $0.0001 per Share specified share, appropriately adjusted in Section 1. For purposes the event of a stock dividend, stock split, recapitalization, combination of shares or similar event occurring subsequent to the date of this Agreement, . (ii) Unless the Company notifies Purchaser will be considered within 90 days from the of termination of Purchaser's Service that it does not intend to be "employed by the Company" if the Board of Directors exercise its Repurchase Option with respect to some or all of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the CompanyUnvested Shares, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. The option Repurchase Option shall be deemed automatically exercised by the Company as of the 90th day following such termination, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Unvested Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser or his executor and, at of the Company's optionintention to exercise its Repurchase Option with respect to all Unvested Shares to which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Repurchase Option by either (iA) by delivery to the Purchaser or his executor with such notice of delivering a check to Purchaser in the amount of the purchase price for the Unvested Shares being purchasedrepurchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of canceling an amount of such indebtedness equal to the purchase price for the Unvested Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price, provided that the Company shall use good faith efforts to satisfy its payment obligation to Purchaser within 15 days after Company's notice of exercise of the Repurchase Option (or deemed exercise), and that if such check is not delivered or such cancellation is not effective within such 15 days from such date, the amount of the Company's unsatisfied payment obligation shall bear interest at a rate of nine percent (9%) per annum until the Company has satisfied its payment obligation under this paragraph (ii). Upon delivery In the event of any deemed automatic exercise of the Repurchase Option pursuant to this Section 5(a)(ii) and Purchaser is then indebted to the Company, the amount of such notice and payment of indebtedness equal to the purchase price in any of the ways described aboveUnvested Shares being repurchased shall be deemed automatically canceled as of the date of Company's notice of exercise of the Repurchase Option (or deemed exercise). As a result of any repurchase of Unvested Shares pursuant to this Section 5(a), the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and shall have all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Unvested Shares being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by of the Company" (as defined herein) voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), with or without cause (including death, disability or voluntary resignation)cause, the Company shall, shall upon the date of such termination, termination (the "Termination Date") have an irrevocable, ---------------- exclusive option for a period of 90 days from such termination date (the "Repurchase Option") to repurchase all or any portion of ----------------- the Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share specified in Section 1. For purposes of this Agreement1 (adjusted for any stock splits, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company stock dividends and the effective date on which Purchaser's employment terminated. like). (ii) The option Repurchase Option shall be exercised by the Company by written notice to Purchaser or his Purchaser's executor and, at the Company's option, (iA) by delivery to the Purchaser or his Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. . (iii) One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. ThereafterRepurchase Option, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(aof which (A) as follows one-fourth (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th 1/4) of the total number of Shares shall be released from the repurchase option vested on the first anniversary of date that is one year from the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th (B) an additional one forty-eighth (1/48) of the Shares originally purchased shall vest and be released from the repurchase option Repurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release) each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all such Shares are released from the repurchase optionfully vested. Fractional shares shall be rounded to the nearest whole share. (iv) In the event of a Change in Control Transaction (as defined below), fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction, and the remaining fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction if and only if, within twelve (12) months of the consummation of such Change in Control Transaction, Purchaser's employment or consultancy, as the case may be, with the Company (or the Company's successor) is either terminated by the Company (or the Company's successor) other than for Cause (as defined below) or terminated by the Purchaser for Good Reason (as defined below). For purposes of this Agreement, "Cause" means fraud, misappropriation or embezzlement on the part of Purchaser which results in material loss, damage or injury to the Company (or the Company`s successor), the Purchaser's conviction of a felony involving moral turpitude, or the Purchaser's gross neglect of duties. For purposes of this Agreement, "Good Reason" means (A) a material reduction in compensation, (B) a relocation of the Purchaser's principal worksite to a location more than fifty (50) miles from the Purchaser's pre-Change of Control Transaction worksite or (C) a demotion or a material reduction in responsibilities or authority from Purchaser's pre-Change of Control Transaction position. For the purposes of this Agreement, a "Change in Control Transaction" shall mean (i) the direct or indirect sale of or exchange in a single series of related transactions by the shareholders of the Company of more than fifty percent (50%) of the voting stock of the Company, (ii) a merger or consolidation in which the Company is a party or (iii) the sale, exchange or transfer of all or substantially all of the assets of the Company, in each case wherein the shareholders of the Company immediately before such transaction or single series of related transactions do not retain immediately after such transaction or single series of related transactions, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before such transaction or single series of related transactions, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred, as the case may be.

Repurchase Option. (a) Investor hereby grants the Company an option to repurchase from the Investor between 50% and 100% of the Unexercised Portion of the Series B Warrant (the “Option”) for a period commencing on the date of this Agreement until November 22, 2014 (the “Expiration Date”), at a purchase price of $0.1759 per share of Common Stock (the “Repurchase Price”); provided, however, that if the Company desires to exercise the Option for less than 100% of such Unexercised Portion, then it may only do so in the event that the Investor, in its sole discretion, consents. The Investor shall not be required to provide a reason in the event that it denies the Company the right to exercise the Option for less than 100% of the Unexercised Portion of the Series B Warrant, and such failure to consent shall not adversely affect the rights of Investor under the Series B Warrant, Securities Purchase Agreement or related transaction documents. For the sake of clarity, and for illustration purposes only, the Repurchase Price for 100% of the Unexercised Portion of the Series B Warrant (currently 23,257,258 shares of Common Stock) would be $4,090,951.68 and the Repurchase Price for 50% of the Unexercised Portion of the Series B Warrant (currently 11,628,629 shares of Common Stock) would be $2,045,475.84. Such example shall not confer any rights upon the Company to exercise the Option for less than 100% of the Unexercised Portion. In the event Purchaser ceases the Company desires to be ----------------- "employed exercise the Option, the Company shall give irrevocable notice by e-mail, no less than 3 business days prior to the Company" Closing (as defined herein) for any reason, with or without cause (including death, disability or voluntary resignationbelow), the Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 90 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the CompanyInvestor of its intention to exercise the Option. In case of any dispute as to whether Purchaser the event the Option is employed exercised by the Company, at the Board Closing, the Company shall pay the applicable aggregate Repurchase Price to the Investor for the Series B Warrant (or portion thereof) by wire transfer of Directors immediately available funds in accordance with the Investor’s written wire instructions. Promptly following the receipt of such Repurchase Price by the Investor, the Investor shall deliver to the Company for cancellation the original Series B Warrant. In the event less than 100% of the Company will have discretion to determine whether Purchaser has ceased to be employed by Series B Warrant is repurchased, the Company shall reissue to Investor a warrant representing the unrepurchased portion of the Series B Warrant. (b) The Unexercised Portion, other share amounts and the effective date on which Purchaser's employment terminated. The option prices, if applicable, set forth in section 2(a) shall be exercised by the Company by written notice adjusted automatically on a proportionate basis to Purchaser or his executor and, at the Company's option, (i) by delivery take into account any reverse stock split with respect to the Purchaser or his executor with such notice Common Stock that occurs during the term of a check in the amount of the purchase price for the Shares being purchasedthis Agreement. For instance, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by effects a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment reverse split of the purchase price in any Common Stock at a ratio of one-for-sixty (1:60), 100% of the ways described above, the Company shall become the legal and beneficial owner Unexercised Portion would be 387,621 shares of the Shares being repurchased and all rights and interest therein or related thereto, Common Stock and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent Repurchase Price per share (100%on a post-split basis) of the Shares purchased by Purchaser shall initially for such amount would be subject to the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share$10.5541.

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by of the Company" (as defined herein) voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), with or without cause (including death, disability or voluntary resignation)cause, the Company shall, shall upon the date of such termination, termination (the "TERMINATION DATE") have an irrevocable, exclusive option (the "REPURCHASE OPTION") for a period of 90 60 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share specified in Section 1. For purposes 1 (adjusted for any stock splits, stock dividends and the like); provided, however, that the Repurchase Option shall continue for a period of this Agreement, Purchaser will be considered up to be "employed by one year from the Company" if Termination Date to the Board extent that the Company reasonably determines that such an extension of Directors time is necessary to prevent the repurchase of Purchaser's Shares from causing other capital stock of the Company determines that Purchaser is rendering substantial services to not qualify as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors "small business stock" under Section 1202 of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. Internal Revenue Code of 1986, as amended. (ii) The option Repurchase Option shall be exercised by the Company by written notice to Purchaser or his Purchaser's executor and, at the Company's option, (iA) by delivery to the Purchaser or his Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. . (iii) One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th 1/8 of the total number of Shares shall be released from the repurchase option Repurchase Option on the first anniversary of date that is six (6) months after the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th 1/48 of the total number of Shares originally purchased shall be released from the repurchase option Repurchase Option at the end of each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement)thereafter, until all Shares are released from the repurchase optionRepurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release). Fractional shares shall be rounded to the nearest whole share. (iv) Notwithstanding the above, in the event of Purchaser's death or disability at such time as more than fifty percent (50%) of the Shares remain subject to the Repurchase Option, all Shares in excess of such fifty percent (50%) that remain subject to the Repurchase Option shall be deemed to be released from the Repurchase Option as of the time of such death or disability. (v) Notwithstanding the above, in the event Purchaser's employment or consulting relationship with the Company is involuntarily terminated without cause (excluding Purchaser's death or disability), fifty percent (50%) of the of the Shares held by Purchaser which are still subject to the Company's Repurchase Option as of the Termination Date shall be deemed to have been released from the Repurchase Option immediately prior to the Termination Date. (vi) Notwithstanding the above, if Purchaser voluntarily terminates his employment or consulting relationship with the Company prior to (i) the closing of a sale of equity securities by the Company in which the gross proceeds to the Company when added together with all other amounts previously received by the Company for the sale of equity securities are greater than One Million Dollars ($1,000,000) or (ii) May 1, 1997, then all of Purchasers' Shares shall remain subject to the Repurchase Option.

Repurchase Option. In the event Purchaser ceases to be ----------------- "employed by of the Company" (as defined herein) termination of this Sub-Sublease for any reasonreason other than (i) a material, with uncured default of Sub-Subtenant under this Sub-Sublease or without cause (including deathii) the voluntary or involuntary liquidation, disability dissolution or voluntary resignation)winding up of the Sub-Subtenant, the Company shall, Sub- Subtenant shall upon the date of such termination, termination (the “Termination Date”) have an irrevocable, exclusive option (the “Repurchase Option”) for a period of 90 days three (3) months from such termination date the Termination Date to repurchase all or any portion of the Unvested Shares held by Purchaser (as of such date which have not yet been released from the Company's repurchase option defined below) at the original a purchase price of $0.001 per Share specified in Section 1. For purposes of this Agreementshare (as adjusted for stock splits, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officerstock dividends, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company reclassification and the effective date on which Purchaser's employment terminated. The option shall be exercised by the Company by written notice to Purchaser or his executor andlike); provided, at the Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (ii) that in the event that the Purchaser is indebted Sub-Subtenant elects to repurchase all or a portion of the Unvested Shares pursuant to the CompanyRepurchase Option (the “Repurchased Shares”), then Sub-Sublandlord in its sole discretion may elect to retain the Repurchased Shares by cancellation by paying to Sub-Subtenant within 10 Business Days of the Company of Sub-Subtenant’s election to repurchase the Repurchased Shares an amount of such indebtedness equal to the purchase price for Retention Payment (as defined below), in which case upon the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment receipt of the purchase price in any Retention Payment by the Sub-Subtenant, the Sub-Sublandlord shall retain the Repurchased Shares. 100% of the ways described above, the Company shall become the legal and beneficial owner of the Base Rent Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth aboveRepurchase Option (the “Vesting Shares”). Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th 1/36th of the total number of Vesting Shares shall be released from the repurchase option Repurchase Option on the first one-month anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement)Date, and 1/48th an additional 1/36th of the Vesting Shares originally purchased shall be released from the repurchase option Repurchase Option on the same day of each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement)thereafter, until all Vesting Shares are released from the repurchase optionRepurchase Option; provided, however, that such scheduled releases from the Repurchase Option shall immediately cease as of the Termination Date. Fractional shares shall be rounded to the nearest whole share. “Unvested Shares” means Base Rent Shares that have not yet been released from the Repurchase Option. “Retention Payment” means an amount in cash equal to the number of Repurchased Shares multiplied by the Price Per Share. In the event of (i) or (ii) above, or an acquisition or initial public offering of Sub-Subtenant, the Unvested Shares shall fully and immediately vest, and the Repurchase Option shall lapse with respect to the Unvested Shares.

Repurchase Option. (a) In the event Purchaser that Executive ceases to be ----------------- "employed by the Company" (as defined herein) for any reason, with or without cause (including death, disability or voluntary resignation), the Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 90 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and its Subsidiaries for any reason (the effective date on which Purchaser"SEPARATION"), the Executive Stock (whether held by Executive or one or more of Executive's employment terminatedtransferees, other than the Company) will be subject to repurchase, in each case at the option of the Company, the Investors and ▇▇▇ ▇. ▇▇▇▇▇ ("Bajaj") pursuant to the terms and conditions set forth in this Section 3(a) (the "REPURCHASE OPTION"). A percentage of the Executive Stock will be subject to repurchase at the Executive's Original Cost for such shares, calculated in accordance with the following schedule (the "ORIGINAL COST SHARES"): DATE PERCENTAGE OF EXECUTIVE STOCK TO BE REPURCHASED AT ORIGINAL COST ---------------------------------- Date of this Agreement until 1st Anniversary of this Agreement 100% Date immediately following 1st Anniversary of this Agreement until 75% 2nd Anniversary of this Agreement Date immediately following 2nd Anniversary of this Agreement until 50% 3rd Anniversary of this Agreement Date immediately following 3rd Anniversary of this Agreement until 25% 4th Anniversary of this Agreement Date immediately following 4th Anniversary of this Agreement and 0% thereafter The purchase price for the remaining shares of Executive Stock shall be the Fair Market Value of such shares (the "FAIR MARKET VALUE SHARES"). (b) The Company may elect to purchase all or any portion of the Original Cost Shares and the Fair Market Value Shares by delivering written notice (the "REPURCHASE NOTICE") to the holder or holders of the Executive Stock within 180 days after the Separation. The option shall Repurchase Notice will set forth the number of Original Cost Shares and Fair Market Value Shares to be exercised acquired from each holder, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of shares to be repurchased by the Company shall first be satisfied to the extent possible from the shares of Executive Stock held by Executive at the time of delivery of the Repurchase Notice. If the number of shares of Executive Stock then held by Executive is less than the total number of shares of Executive Stock which the Company has elected to purchase, the Company shall purchase the remaining shares elected to be purchased from the other holder(s) of Executive Stock under this Agreement, pro rata according to the number of shares of Executive Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder will be allocated among Executive and the other holders of Executive Stock (if any) pro rata according to the number of shares of Executive Stock to be purchased from such person. (c) If for any reason the Company does not elect to purchase all of the Executive Stock pursuant to the Repurchase Option, the Investors and Bajaj shall be entitled to exercise the Repurchase Option for all or any portion of the shares of Executive Stock that the Company has not elected to purchase (the "AVAILABLE SHARES"). As soon as practicable after the Company has determined that there will be Available Shares, but in any event within 150 days after the Separation, the Company shall give written notice (the "OPTION NOTICE") to the Investors and Bajaj setting forth the number of Available Shares and the purchase price for the Available Shares. The Investors and Bajaj may elect to purchase any or all of the Available Shares by giving written notice to Purchaser the Company within one month after the Option Notice has been given by the Company. If the Investors and Bajaj elect to purchase an aggregate number of shares greater than the number of Available Shares, the Available Shares shall be allocated among the Investors and Bajaj based upon the number of shares of Common Stock owned by each Investor and Bajaj on a fully diluted basis (excluding, in the case of Bajaj, shares owned by him that are subject to repurchase at cost). As soon as practicable, and in any event within ten days, after the expiration of the one-month period set forth above, the Company shall notify each holder of Executive Stock as to the number of shares being purchased from such holder by the Investors and Bajaj (the "SUPPLEMENTAL REPURCHASE NOTICE"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Stock, the Company shall also deliver written notice to the Investors and Bajaj setting forth the number of shares the Investors and Bajaj are entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder shall be allocated among the Company, the Investors and Bajaj pro rata according to the number of shares of Executive Stock to be purchased by each of them. Notwithstanding the foregoing, the Investors and Bajaj shall not exercise their Repurchase Option as to the Original Cost Shares pursuant to this Section 3(c) if the Company has sufficient assets to fully exercise its Repurchase Option as to the Original Cost Shares but has not exercised such right. Furthermore, if the Investors and Bajaj repurchase any Original Cost Shares, they shall contribute such Original Cost Shares to the Company in exchange for a promissory note from the Company with an aggregate principal amount equal to the purchase price paid for such shares, bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in the WALL STREET JOURNAL from time to time, and having a term of no longer than five years. (d) The closing of the purchase of the Executive Stock pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or his executor andSupplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Stock to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at the Company's its option, (iA) by delivery a check or wire transfer of funds, or (B) a check or wire transfer of funds for at least one-third of the purchase price, and a subordinated note or notes payable in two equal annual installments beginning on each of the first and second anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the Purchaser or his executor with such notice of a check prime rate as published in THE WALL STREET JOURNAL from time to time in the aggregate amount of the remainder of the purchase price for such shares. The Investors and Bajaj will pay for the Shares being purchasedExecutive Stock purchased by them by a check or wire transfer of funds. The Company, the Investors and Bajaj will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed. (e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Stock by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company's and its Subsidiaries' debt and equity financing agreements. If any such restrictions prohibit the repurchase of Executive Stock hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions. (f) Notwithstanding anything to the contrary contained in this Agreement, if the Executive delivers the notice of objection described in the definition of Fair Market Value, or (ii) in if the event Fair Market Value of a Fair Market Value Share is otherwise determined to be an amount more than 10% greater than the Purchaser is indebted to per share repurchase price for Fair Market Value Shares originally determined by the Board, each of the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) Investors and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company Bajaj shall have the right to transfer revoke its or their exercise of the Repurchase Option for all or any portion of the Executive Stock elected to its own name the number of Shares being be repurchased by it by delivering notice of such revocation in writing to the holders of the Executive Stock during (i) the thirty-day period beginning on the date the Company, without further action the Investors and Bajaj receive Executive's written notice of objection and (ii) the thirty-day period beginning on the date the Company, the Investors and Bajaj are given written notice that the Fair Market Value of a Fair Market Value Share was finally determined to be an amount more than 10% greater than the per share repurchase price for Fair Market Value Shares originally determined by Purchaser. One hundred percent the Board (100%g) The provisions of this Section 3 shall terminate upon the consummation of a Sale of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by of the Company" (as defined herein) voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reason, reason with or without cause (including death, disability or voluntary resignation)cause, the Company shall, upon the date of such termination, shall have an irrevocable, exclusive option (the "Repurchase Option") for a period of 90 60 days from the effective date of such termination date (the "Termination Date") to repurchase all or any portion of the Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share specified in Section 1. For purposes of this Agreement1 (adjusted for any stock splits, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company stock dividends and the effective date on which Purchaser's employment terminated. like). (ii) The option Repurchase Option shall be exercised by the Company by written notice to the Purchaser or his Purchaser's executor and, at the Company's option, (iA) by delivery to the Purchaser or his Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by the Purchaser. One hundred percent . (iii) 100%) % of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, the Shares held by Purchaser shall be he released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th twenty-five (25%) percent of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date January 20, 2000 and one forty-eighth (as set forth on the signature page of this Agreement), and 1/48th 1148th) of the Shares originally purchased shall be released from the repurchase option at the end of each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. In the event Purchaser ceases to be ----------------- "employed Mr. St. Jean's relationship with Chordiant (or a parent or subsidiary of Chordiant), whether as an employee or consultant, is terminated: by the Company" Chordiant for Cause (as defined hereinin Section 1(c) below); or by the resignation of Mr. St. ▇▇▇▇ for any reason, with or without cause reason (including other than due to death, disability or voluntary resignationfor Good Reason (as defined in Section 1(d) below), the Company shall(any such termination pursuant to (i) or (ii) above being referred to herein as a "Repurchase Option Trigger Event"), upon the date of such termination, then Chordiant shall have an irrevocableirrevocable option (the "Repurchase Option"), exclusive option for a period of 90 forty-five (45) days from after said termination, or such termination date longer period as may be agreed to by Chordiant and Mr. St. ▇▇▇▇ in writing, to repurchase all from Mr. St. ▇▇▇▇ or Mr. St. Jean's personal representative, as the case may be, without any portion of the Shares held by Purchaser as of such date which have further consideration, up to but not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. The option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name exceeding the number of Shares being repurchased that have not vested in accordance with the provisions of Section 1(b) below as of such termination date. If Mr. St. Jean's relationship with Chordiant is terminated by Chordiant or Mr. St. ▇▇▇▇ for any reason other than a Repurchase Option Trigger Event, then the Company, without further action Repurchase Option shall be of no force and effect and the Shares shall be immediately fully vested and owned by PurchaserMr. St. ▇▇▇▇. One hundred percent (100%) _________ of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, the The Shares held by Purchaser shall vest and be released from the Company's repurchase option under Repurchase Option on a monthly basis, in equal installments over a thirty-six-month period measured from the Vesting Commencement Date (set forth on the signature page of this Section 3(aAgreement) as follows with the first such installment to vest one month from the Vesting Commencement Date and the remaining installments to vest on the corresponding dates of the succeeding months until all the Shares are released from the Repurchase Option (provided in each case that PurchaserMr. St. Jean's employment relationship as an employee or consultant of Chordiant (or a parent or subsidiary of Chordiant) has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by of the Company" (as defined herein) voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), with or without cause (including death, disability or voluntary resignation)cause, the Company shall, shall upon the date of such termination, termination (the "TERMINATION DATE") have an irrevocable, ---------------- exclusive option (the "REPURCHASE OPTION") for a period of 90 60 days from such termination ----------------- date to repurchase all or any portion of the Unvested Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share specified in Section 1. For purposes of this AgreementI (adjusted for any stock splits, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company stock dividends and the effective date on which Purchaser's employment terminated. like). (ii) The option Repurchase Option shall be exercised by the Company by written notice to Purchaser or his Purchaser's executor and, at the Company's option, (iA) by delivery to the Purchaser or his Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. . (iii) One hundred percent (100%) of the Unvested Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of The Unvested Shares shall be released from the repurchase option on the first anniversary of Repurchase Option in accordance with the Vesting Commencement Date (as Schedule set forth on in the signature page Notice of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), Stock Option Grant until all Shares are released from the repurchase optionRepurchase Option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. In (A) Subject to the limitations contained in this Section 7.1(a), Seller or its designee will have the option to repurchase (the "Repurchase Option") the Shares at a price per share equal to the sum of (i) the Original Cost plus (ii) interest on the Original Cost at eight percent (8%) per annum from the date of this Agreement to the date of closing of such repurchase, in the event that prior to January 1, 1999 (A) Purchaser ceases to be ----------------- "employed by the Company" (as defined herein) voluntarily terminates his services with Seller for any reasonreason (excluding, however, Purchaser's death or disability) or (B) Purchaser's services for Seller are terminated with or without cause pursuant to the provisions of any employment arrangement between the Company and Purchaser. The number of Shares which Seller shall be entitled to repurchase pursuant to this Section 7.1 shall be as follows: (including deathi) Any or all of the Shares in the event the Termination Date occurs before January 1, disability or voluntary resignation1996; (ii) Up to 75% of the Shares in the event the Termination Date occurs after January 1, 1996 but before January 1, 1997; (iii) Up to 50% of the Shares in the event the Termination Date occurs after January 1, 1997 but before January 1, 1998; and (iv) Up to 25% of the Shares in the event the Termination Date occurs after January 1, 1998 but before January 1, 1999. (B) Subject to the limitations contained in Section 7.1(a), the Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 90 days from such termination date Seller may elect to repurchase purchase all or any portion of the Shares held by Purchaser as delivery of such date which have not yet been released from written notice (the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor Repurchase Notice") to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. The option shall be exercised by the Company by written notice to Purchaser holder or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner holders of the Shares being repurchased and all rights and interest therein or related thereto, and within sixty (60) days after the Company Termination Date. The Repurchase Notice shall have the right to transfer to its own name set forth the number of Shares being to be acquired from such holder(s), the aggregate consideration to be paid for such Shares, and the time and place for the closing of the transaction. The number of Shares to be repurchased by Seller shall first be satisfied to the Company, without further action by Purchaser. One hundred percent (100%) of extent possible from the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Shares then held by Purchaser shall be released from at the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to time of delivery of the date Repurchase Notice. If the number of any such release): 1/4th of Shares then held by Purchaser is less than the total number of Shares Seller has elected to purchase, Seller shall purchase the remaining Shares elected to be released purchased from the repurchase option other holder(s) of the Shares, pro rata according to the number of Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest Share). (C) The closing of the purchase transaction provided for in this Section 7.1 shall take place on the first anniversary date designated by Seller in the Repurchase Notice, which date shall not be more than thirty (30) days and not less than ten (10) days after delivery of the Vesting Commencement Date (as set forth on Repurchase Notice. Seller or its designee will pay for the signature page Shares to be purchased pursuant to the Repurchase Option by delivery of this Agreement), and 1/48th immediately available funds. The purchasers of the Shares originally purchased shall pursuant to this Section 7.1 will be released entitled to receive customary representations and warranties from the repurchase option each month thereafter on sale regarding the Monthly Vesting Date Seller's good title to, and freedom from Encumbrances on, the Shares. (as D) The Repurchase Option set forth on in this Section 7.1 will continue with respect to each of the signature page Shares until the earlier of this Agreement)(i) the IPO, until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share(ii) January 1, 1999 and (iii) a Change of Control occurs.

Repurchase Option. (i) In the event that Purchaser ceases shall at any time cease to be ----------------- "employed by have an employment, consulting or other service relationship with the Company" Company (as defined hereinor any successor or its parent company) for any reason, with or without cause reason (including death, disability or voluntary resignationthe date of such termination being the "Termination Date"), the Company shallshall have the right (the "Repurchase Option"), upon the date of such termination, have an irrevocable, exclusive option for a period of 90 days from such termination date Termination Date (the "Option Period"), to repurchase any or all or any portion of the Shares held by Purchaser as of such date which Units that have not yet been released from the Company's Repurchase Option pursuant to Section 3(b) (the "Unvested Units") at a repurchase option at price of $0.0001 per Unit in cash (subject to adjustment for any unit split or similar event) (the original purchase price per Share specified in Section 1"Repurchase Price"). For purposes of this Agreement, Purchaser will be considered The Company may exercise its Repurchase Option as to be "employed by the Company" if the Board of Directors any or all of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to Unvested Units at any time during the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. The option shall be exercised by the Company Option Period by written notice to Purchaser; provided, however, that without requirement of further action on the part of either party hereto, the Repurchase Option shall be deemed to have been automatically exercised as to all Unvested Units at 5:00 p.m. Pacific time on the last day of the Option Period, unless the Company declines in writing to exercise its Repurchase Option in whole or in part prior to such time; provided further, that notwithstanding the above, the Repurchase Option shall not be deemed to have been automatically exercised, and shall instead be deemed to become temporarily unexercisable as of such time and date and extended by the duration of any such period, in any case where such automatic exercise would result in a violation of applicable law, and the Repurchase Option shall once again be deemed exercisable (or, as provided above, exercised) as soon as a violation of applicable law would not result from its exercise. (ii) If the Company determines not to exercise the Repurchase Option in whole or in part, it shall notify Purchaser or his executor and, at the Company's option, (i) by delivery prior to the end of the Option Period, and the Repurchase Option shall thereupon terminate as to any Unvested Units for which the Company declined to exercise the Repurchase Option. If the Repurchase Option is exercised or deemed to be exercised, then within five (5) business days after the date of such exercise or deemed exercise, the Company shall notify the Escrow Agent (as defined below) thereof and shall make payment of the aggregate Repurchase Price for the Unvested Units being repurchased by any of the following methods: (A) delivering to Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or aggregate Repurchase Price; (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of canceling an amount of such indebtedness of Purchaser to the Company equal to the purchase price for the Shares being repurchased, aggregate Repurchase Price; or (iiiC) by a any combination of (iA) and (iiB) so such that the combined payment and cancellation of indebtedness equals such purchase priceaggregate Repurchase Price. Upon delivery of such notice and the payment of the purchase price aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares Unvested Units being repurchased and all related rights and interest therein or related theretointerests therein, and the Company shall have the right to retain and transfer to its own name the number of Shares Unvested Units being repurchased by the Company, without further action by Purchaser. One hundred percent . (100%iii) If the Company neither notifies Purchaser prior to the end of the Shares purchased by Purchaser shall initially be subject to Option Period of the Company's repurchase option as decision not to exercise its Repurchase Option nor delivers payment of the aggregate Repurchase Price to Purchaser within five (5) business days after the actual or deemed exercise of the Repurchase Option (or within an additional period in accordance with Section 3(a)(i)), then the sole remedy of Purchaser thereafter shall be to receive the aggregate Repurchase Price from the Company in the manner set forth aboveabove for the Unvested Units deemed repurchased, and in no case shall Purchaser have any claim of ownership as to any of such Unvested Units. ThereafterIf the Repurchase Option is terminated in whole or in part by written notice from the Company to Purchaser, then upon and following such termination the Shares held by only remaining right of Purchaser under this Agreement shall be the right to receive and retain the Unvested Units as to which the Repurchase Option was terminated, and Purchaser shall be released from have no right whatsoever to receive the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole shareRepurchase Price.

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by of the Company" (as defined herein) voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), with or without cause (including death, disability or voluntary resignation)cause, the Company shall, shall upon the date of such termination, termination (the "Termination Date") have an irrevocable, ---------------- exclusive option for a period of 90 days from such termination date (the "Repurchase Option") to repurchase all or any portion of ----------------- the Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share specified in Section 1. For purposes of this Agreement1 (adjusted for any stock splits, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company stock dividends and the effective date on which Purchaser's employment terminated. like). (ii) The option Repurchase Option shall be exercised by the Company by written notice at any time following the Termination Date to Purchaser or his Purchaser's executor and, at the Company's option, (iA) by delivery to the Purchaser or his Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. . (iii) One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole shareRepurchase Option.

Repurchase Option. (a) In the event Purchaser that Executive ceases to be ----------------- "employed by the Company" (as defined herein) for any reason, with or without cause (including death, disability or voluntary resignation), the Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 90 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and its Subsidiaries for any reason (the effective date on which Purchaser"SEPARATION"), the Executive Stock (whether held by Executive or one or more of Executive's employment terminatedtransferees, other than the Company) will be subject to repurchase, in each case at the option of the Company, the Investors and ▇▇▇ ▇. ▇▇▇▇▇ ("Bajaj") pursuant to the terms and conditions set forth in this Section 3(a) (the "REPURCHASE OPTION"). A percentage of the Executive Stock will be subject to repurchase at the Executive's Original Cost for such shares, calculated in accordance with the following schedule (the "ORIGINAL COST SHARES"): PERCENTAGE OF EXECUTIVE STOCK DATE TO BE REPURCHASED AT ORIGINAL COST ---- ---------------------------------- Date of this Agreement until 1st Anniversary of this Agreement __% Date immediately following 1st Anniversary of this Agreement until __% 2nd Anniversary of this Agreement Date immediately following 2nd Anniversary of this Agreement until __% 3rd Anniversary of this Agreement Date immediately following 3rd Anniversary of this Agreement until __% 4th Anniversary of this Agreement Date immediately following 4th Anniversary of this Agreement and __% thereafter The purchase price for the remaining shares of Executive Stock shall be the Fair Market Value of such shares (the "FAIR MARKET VALUE SHARES"). (b) The Company may elect to purchase all or any portion of the Original Cost Shares and the Fair Market Value Shares by delivering written notice (the "REPURCHASE NOTICE") to the holder or holders of the Executive Stock within 180 days after the Separation. The option shall Repurchase Notice will set forth the number of Original Cost Shares and Fair Market Value Shares to be exercised acquired from each holder, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of shares to be repurchased by the Company shall first be satisfied to the extent possible from the shares of Executive Stock held by Executive at the time of delivery of the Repurchase Notice. If the number of shares of Executive Stock then held by Executive is less than the total number of shares of Executive Stock which the Company has elected to purchase, the Company shall purchase the remaining shares elected to be purchased from the other holder(s) of Executive Stock under this Agreement, pro rata according to the number of shares of Executive Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder will be allocated among Executive and the other holders of Executive Stock (if any) pro rata according to the number of shares of Executive Stock to be purchased from such person. (c) If for any reason the Company does not elect to purchase all of the Executive Stock pursuant to the Repurchase Option, the Investors and Bajaj shall be entitled to exercise the Repurchase Option for all or any portion of the shares of Executive Stock that the Company has not elected to purchase (the "AVAILABLE SHARES"). As soon as practicable after the Company has determined that there will be Available Shares, but in any event within 150 days after the Separation, the Company shall give written notice (the "OPTION NOTICE") to the Investors and Bajaj setting forth the number of Available Shares and the purchase price for the Available Shares. The Investors and Bajaj may elect to purchase any or all of the Available Shares by giving written notice to Purchaser the Company within one month after the Option Notice has been given by the Company. If the Investors and Bajaj elect to purchase an aggregate number of shares greater than the number of Available Shares, the Available Shares shall be allocated among the Investors and Bajaj based upon the number of shares of Common Stock owned by each Investor and Bajaj on a fully diluted basis (excluding, in the case of Bajaj, shares owned by him that are subject to repurchase at cost). As soon as practicable, and in any event within ten days, after the expiration of the one-month period set forth above, the Company shall notify each holder of Executive Stock as to the number of shares being purchased from such holder by the Investors and Bajaj (the "SUPPLEMENTAL REPURCHASE NOTICE"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Stock, the Company shall also deliver written notice to the Investors and Bajaj setting forth the number of shares the Investors and Bajaj are entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder shall be allocated among the Company, the Investors and Bajaj pro rata according to the number of shares of Executive Stock to be purchased by each of them. Notwithstanding the foregoing, the Investors and Bajaj shall not exercise their Repurchase Option as to the Original Cost Shares pursuant to this Section 3(c) if the Company has sufficient assets to fully exercise its Repurchase Option as to the Original Cost Shares but has not exercised such right. Furthermore, if the Investors and Bajaj repurchase any Original Cost Shares, they shall contribute such Original Cost Shares to the Company in exchange for a promissory note from the Company with an aggregate principal amount equal to the purchase price paid for such shares, bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in the WALL STREET JOURNAL from time to time, and having a term of no longer than five years. (d) The closing of the purchase of the Executive Stock pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or his executor andSupplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Stock to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at the Company's its option, (iA) by delivery a check or wire transfer of funds, or (B) a check or wire transfer of funds for at least one-third of the purchase price, and a subordinated note or notes payable in two equal annual installments beginning on each of the first and second anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the Purchaser or his executor with such notice of a check prime rate as published in THE WALL STREET JOURNAL from time to time in the aggregate amount of the remainder of the purchase price for such shares. The Investors and Bajaj will pay for the Shares being purchasedExecutive Stock purchased by it by a check or wire transfer of funds. The Company, or the Investors and Bajaj will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed. (iie) in the event the Purchaser is indebted Notwithstanding anything to the Companycontrary contained in this Agreement, by cancellation all repurchases of Executive Stock by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.its Subsidiaries'

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by of the Company" (as defined herein) voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reason, reason with or without cause (including death, disability or voluntary resignation)cause, the Company shall, upon the date of such termination, shall have an irrevocable, exclusive option (the "Repurchase Option") for a period of 90 60 days from the effective date of such termination date (the "Termination Date") to repurchase all ail or any portion of the Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share specified in Section 1. For purposes of this Agreement1 (adjusted for any stock splits, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company stock dividends and the effective date on which Purchaser's employment terminated. like). (ii) The option Repurchase Option shall be exercised by the Company by written notice to the Purchaser or his Purchaser's executor and, at the Company's option, (iA) by delivery to the Purchaser or his Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by the Purchaser. One hundred percent . (iii) 100%) % of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th twenty (20%) percent of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date August 1, 1999 and one sixtieth (as set forth on the signature page of this Agreement), and 1/48th 1/60th) of the Shares originally purchased shall be released from the repurchase option at the end of each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by of the Company" (as defined herein) voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), with or without cause (including death, disability or voluntary resignation)cause, the Company shall, shall upon the date of such termination, termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for a period of 90 60 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share specified in Section 1. For purposes 1 (adjusted 5 for any stock splits, stock dividends and the like); provided, however, that the Repurchase Option shall continue for a period of this Agreement, Purchaser will be considered up to be "employed by one year from the Company" if Termination Date to the Board extent that the Company reasonably determines that such an extension of Directors time is necessary to prevent the repurchase of Purchaser's Shares from causing other capital stock of the Company determines that Purchaser is rendering substantial services to not qualify as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors "small business stock" under Section 1202 of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. Internal Revenue Code of 1986, as amended. (ii) The option Repurchase Option shall be exercised by the Company by written notice to Purchaser or his Purchaser's executor and, at the Company's option, (iA) by delivery to the Purchaser or his Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred . (iii) The Repurchase Option shall be in effect with respect to sixty- seven percent (10067%) of the Shares purchased by Purchaser and shall initially be subject lapse as to the Company's repurchase option as set forth above. Thereafter, the 1/36 of such Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in on each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first monthly anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase optionRepurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release). The remaining thirty-three percent (33%) shall not be subject to the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. (a) In the event Purchaser ceases to be ----------------- "employed by the Company" Executive’s employment with the Company is terminated (as defined hereinthe “Termination”) for any reason, with the Option Shares (whether held by the Executive or without cause one or more of the Executive’s transferees) will be subject to repurchase by Buyer and BRS (including deathor its designee) pursuant to the terms and conditions set forth in this Section 2 (the “Repurchase Option”); provided, disability or voluntary resignation), the Company that such repurchase shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 90 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. The option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (ii) in the event the Purchaser Termination is indebted by reason of (i) the Executive deciding to retire on or after the fifth anniversary of the date hereof, of which decision the Executive shall have delivered a notice in writing signed by the Executive to the Company, by cancellation by (ii) the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchasedExecutive’s death, or (iii) the Executive’s Disability, be subject to the Executive’s or his estate’s, as applicable, consent. (b) Subject to the following sentence, the purchase price for each of the Option Shares will be the Fair Value for such share. In the event the Termination is by the Company for Cause or, prior to the fifth year anniversary of the date hereof, as a combination result of the Executive’s voluntary resignation other than within ninety (90) days of a Good Reason Event, the purchase price for each of the Option Shares shall be the lower of (ix) the Original Cost of such share and (iiy) so the Fair Value for such share; provided, that, notwithstanding anything to the contrary in this Agreement, if BRS (A) purchases any Option Share pursuant to this Section 2 at the Original Cost of such share, and (B) continues to hold such share in excess of 365 days, then BRS shall (I) transfer such share to either the Buyer or one or more employees of the Company, and (II) not receive any consideration in such transfer that exceeds the combined payment Original Cost in such share. (c) Buyer may elect to purchase all or any of the Option Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Option Shares within two hundred forty (240) days after the Termination. The Repurchase Notice will set forth the number of the Option Shares to be acquired from each holder, the aggregate consideration to be paid for such securities and cancellation the time and place for the closing of indebtedness equals such transaction. The number of shares to be repurchased by Buyer shall first be satisfied to the extent possible from the Option Shares held by the Executive at the time of delivery of the Repurchase Notice. If the number of the Option Shares then held by the Executive is less than the total number of the Option Shares Buyer has elected to purchase, Buyer shall purchase price. Upon the remaining Option Shares elected to be purchased from the other holder(s) of Option Shares under this Agreement, pro rata according to the number of the Option Shares held by such other holder(s) at the time of delivery of such notice and payment Repurchase Notice (determined as nearly as practicable to the nearest share). (d) If for any reason Buyer does not elect to purchase all of the purchase price in Option Shares pursuant to the Repurchase Option, BRS (or its designee) shall be entitled to exercise the Repurchase Option for all or any of the ways described aboveOption Shares that Buyer has not elected to purchase (the “Available Shares”). As soon as practicable after Buyer has determined that there will be Available Shares but in any event within one hundred eighty (180) days after the Termination, the Company shall become give written notice (the legal and beneficial owner of the Shares being repurchased and all rights and interest therein “Option Notice”) to BRS (or related thereto, and the Company shall have the right to transfer to its own name designee) setting forth the number of any Available Shares and the purchase price for such Available Shares. BRS (or its designee) may elect to purchase all or a portion of the Available Shares by giving written notice to the Company within 30 days after the Option Notice has been given by Buyer. As soon as practicable, and in any event within ten days after the expiration of the 30-day period set forth above, the Buyer shall notify the Executive as to the number of Available Shares being repurchased purchased from the Executive by BRS (or its designee) (the Company“Supplemental Repurchase Notice”). At the time Buyer delivers the Supplemental Repurchase Notice to the Executive, without further action by Purchaser. One hundred percent Buyer shall also deliver a written notice to BRS (100%or its designee) setting forth the number of Available Shares which BRS (or its designee) is entitled to purchase, the aggregate purchase price and the time and place of the closing of such transaction. (e) The closing of the purchase of the Option Shares pursuant to the Repurchase Option shall take place on the date designated by Buyer in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be later than the 60th day after the delivery of the later of such notices to be delivered (or, if later, the 15th day after the Fair Value is finally determined) nor earlier than the fifth day after such delivery. Buyer and/or BRS (or its designee) will pay for the Option Shares to be purchased pursuant to the Repurchase Option by Purchaser delivery of a certified or cashier’s check or wire transfer of funds. The purchasers of the Option Shares hereunder will be entitled to receive customary representations and warranties from the sellers as to title, authority and capacity to sell and to require all sellers’ signatures to be guaranteed. (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of the Option Shares by Buyer and/or BRS shall initially be subject to applicable restrictions contained in the Delaware General Corporation Law and in Buyer’s, the Company's repurchase option ’s and its Subsidiaries’ debt and equity financing agreements that are in effect as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to of the date of any the closing of such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole sharerepurchases.

Repurchase Option. In Subject to the event Purchaser ceases to be ----------------- "employed by provisions of Section 3.2 below, if Holder has a Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, before all of the Shares are released from the Company" ’s Repurchase Option (as defined herein) for any reason, with or without cause (including death, disability or voluntary resignationbelow), the Company shall, upon the date of such terminationTermination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option option, but not the obligation, for a period of 90 sixty (60) days, commencing ninety (90) days from such termination after the date Holder has a Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, to 4-Year Vesting Restricted Stock Award (▇▇▇▇▇▇ 18 mos acceleration) 7/08 50%y3/50%y4 (RS001125) repurchase all or any portion of the Unreleased Shares held by Purchaser (as of defined below in Section 3.3) at such date which have not yet been released from time (the Company's repurchase option “Repurchase Option”) at the original cash purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by share (the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated“Repurchase Price”). The option Repurchase Option shall lapse and terminate one hundred fifty (150) days after Holder has a Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable. The Repurchase Option shall be exercised exercisable by the Company by written notice to Purchaser Holder or his Holder’s executor and(with a copy to the escrow agent appointed pursuant to Section 4.1 below) and shall be exercisable, at the Company's ’s option, (i) by delivery to the Purchaser Holder or his Holder’s executor with such notice of a check in the amount of the purchase price for Repurchase Price times the number of Shares being purchased, or to be repurchased (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price“Aggregate Repurchase Price”). Upon delivery of such notice and the payment of the purchase price in any of the ways described aboveAggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest interests therein or related relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company. In the event the Company repurchases any Shares under this Section 3.1, without further action any dividends or other distributions paid on such Shares and held by Purchaser. One hundred percent (100%) of the Shares purchased escrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly paid by Purchaser shall initially be subject the escrow agent to the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. (a) In the event that either: (i) the Purchaser ceases to be ----------------- "employed by the Company" (as defined herein) for any reason, with or without cause except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period; or (including death, disability or voluntary resignation)ii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note, the Company shall, upon Purchaser shall intend to sell the date of such termination, have an irrevocable, exclusive option for a period of 90 days from such termination date to repurchase Stock or all or any portion substantially all of the Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors assets of the Company determines that to a third party, the Purchaser is rendering substantial services as shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an officer, employee, consultant or independent contractor option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company. In case ’s Stock (together with any shares of any dispute as to whether Purchaser is employed by the Company, the Board of Directors capital stock of the Company will have discretion to determine whether Purchaser has ceased to be employed by issued following the Company and the effective date on which Purchaser's employment terminated. The option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his executor Repurchase Option by delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with such notice of (i) a check or checks in the amount of the purchase price for the Shares being purchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) Repurchase Consideration and (ii) so that the combined payment and original common stock purchase Certificate representing the Certificate Consideration for cancellation of indebtedness equals such purchase priceby the Purchaser. Upon delivery of such notice and payment A closing with regard to the Stockholder’s exercise of the purchase price in any Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the ways described aboveRepurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”). (b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a): (i) as a break-up fee, the Company Stockholder shall become have a right to retain the legal Certificate issued to Stockholder pursuant to Section 1.2; and (ii) the Purchaser’s obligations to pay the principal amount and beneficial owner interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the Shares being repurchased principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and all rights and interest therein Three Year Note; and (iii) the Purchaser shall have no further liability or related thereto, and obligation to the Stockholder or the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. Thereafterunder this Agreement, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole shareAcquisition Note or Three Year Note or otherwise.

Repurchase Option. In the event Purchaser ceases The Stock shall be subject to be a right (but not ----------------- "employed by the Company" (as defined hereinan obligation) for any reason, with or without cause (including death, disability or voluntary resignation), the Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 90 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and (the effective date on which Purchaser's employment terminated"Repurchase Option"). The option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer purchase Unvested Shares (as defined below) from the Purchaser at the Purchase Price on or after termination of the License Agreement (such termination to its own name be pursuant to the number terms set forth therein). a. This Repurchase Option shall lapse in accordance with the schedule attached hereto as Exhibit B (the "Schedule") which sets forth the --------- amount of Stock which may be repurchased under the Repurchase Option ("Unvested Shares") and the corresponding contingencies for repurchase. The Repurchase Option shall terminate and cease to be exercisable with respect to any and all Unvested Shares being repurchased upon the earlier of (i) the date that is seven years from the date hereof; (ii) the date upon which the **; (iii) the consummation of a **Material is confidential and has been omitted and filed separately with the Securities and Exchange Commission. merger, consolidation or other reorganization of the Company ("Merger") in which (1) securities representing more than 50% of the total combined voting power of the voting securities of the successor business entity are not immediately thereafter beneficially owned directly or indirectly and in substantially the same proportion by the persons who beneficially owned the Company's outstanding voting securities immediately prior to such Merger, without further action by Purchaser. One hundred percent or (100%2) of the Shares purchased by Purchaser shall initially be subject consideration to the Company's repurchase option stockholders for the Merger is not solely voting securities, or (3) at least 50% of the senior executive officers of Company immediately prior to the Merger do not continue as set forth above. Thereaftersenior executive officers of the successor business entity; (iv) the completion of a sale, the Shares held by Purchaser shall be released from transfer or other disposition of all or substantially all of the Company's repurchase option assets; or (v) the consummation of the Company's sale of its common stock in a public offering pursuant to a registration statement under this Section 3(a) the Securities Act of 1933, as follows amended (the "Act"). b. The Repurchase Option shall be exercised by written notice signed by the President or Treasurer of the Company and delivered as provided in each case that Purchasersubparagraph 10(b) hereof. The Company may pay for the shares of Stock it has elected to repurchase by delivery of a cashier's employment has not been terminated prior check or by wire transfer of immediately available funds in an aggregate amount equal to the date of any such release): 1/4th of Purchase Price multiplied by the total number of Shares shall be released from the repurchase option on the first anniversary shares of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole shareStock being repurchased.

Repurchase Option. In the event of the voluntary or involuntary termination of employment of Purchaser ceases to be ----------------- "employed by with the Company" (as defined herein) Company for any reason, with or without cause (including death, disability death or voluntary resignationdisability), the Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 90 60 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. The option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by PurchaserPurchase. One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th 1/8 of the total number of Shares shall be released from the repurchase option on the first 6-month anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th an additional 1/48 of the total number of Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by of the Company" (voluntary or involuntary termination of the Principal's relationship with the Company as defined herein) an employee, consultant or director, for any reasonreason (including death or disability), with or without cause (including death, disability or voluntary resignation)cause, the Company shall, upon the date of such termination, termination (the "TERMINATION DATE") have an irrevocable, exclusive option for a period of 90 days from such termination date (the "REPURCHASE OPTION") to repurchase all or any portion of the Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share specified in Section 1. For purposes of this Agreement1 (adjusted for any stock splits, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company stock dividends and the effective date on which Purchaser's employment terminated. like). (ii) The option Repurchase Option shall be exercised by the Company by written notice at any time following the Termination Date to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described aboveprice, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. . (iii) One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(aOne-twelfth (1/12) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on Repurchase Option at the first anniversary end of each one-month period after the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase optionRepurchase Option; provided, however, that such releases from the Repurchase Option shall immediately cease as of the Termination Date. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by of the Company" (as defined herein) voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), with or without cause (including death, disability or voluntary resignation), the Company shallcause, upon the date of such terminationtermination (the "Termination Date"), the Company shall have an irrevocable, exclusive option (the "Repurchase Option") for a period of 90 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share specified in Section 1. For purposes of this Agreement1 (adjusted for any stock splits, stock dividends and the like). (ii) Unless the Company notifies Purchaser will be considered within 90 days from the Termination Date that it does not intend to be "employed by the Company" if the Board of Directors exercise its Repurchase Option with respect to some or all of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the CompanyShares, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. The option Repurchase Option shall be deemed automatically exercised by the Company as of the 90th day following the Termination Date, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser or his executor and, at of the Company's optionintention to exercise its Repurchase Option with respect to all Shares to which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Repurchase Option by either (iA) by delivery to the Purchaser or his executor with such notice of delivering a check to Purchaser in the amount of the purchase price for the Shares being purchasedrepurchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of canceling an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery In the event of any deemed automatic exercise of the Repurchase Option pursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Company, such notice and payment of indebtedness equal to the purchase price of the Shares being repurchased shall be deemed automatically canceled as of the 90th day following the Termination Date unless the Company otherwise satisfies its payment obligations. Any failure on the part of the Company to promptly satisfy its payment obligations for the Repurchase Option shall not, in any way, affect the enforceability of the ways described aboveCompany's exercise of the Repurchase Option. As a result of any repurchase of Shares pursuant to this Section 3(a), the Company shall become the legal and beneficial owner of the Shares being repurchased and shall have all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent . (100%iii) All of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option Repurchase Option. Provided that Purchaser remains continuously employed by the Company (or continues to provide services to the Company as set forth above. Thereaftera consultant), the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded Repurchase Option pursuant to the nearest whole share.following schedule:

Repurchase Option. In the event Purchaser ceases to be ----------------- "employed by the Company" (as defined hereina) for any reason, with or without cause (including death, disability or voluntary resignation), the Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 90 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor Subject to the Company. In case terms of any dispute as to whether Purchaser is employed by the CompanySection 16, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. The option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and ----------------- ---------- the Company shall have the right to transfer to its own name option (the number of Shares being repurchased "Repurchase Option"), exercisable upon ----------------- notice given by the Company, without further action by Purchaser. One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject Company to the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has Investor not been terminated less than 30 nor more than 60 days prior to the date fixed for such repurchase (the "Option Shares Repurchase Date"), to repurchase from the Investor at any time after the date of any such release): 1/4th this Agreement and on or prior to December 6, 2003, at the price, payable in cash (the "Repurchase Price"), set forth in Section 14(b) below, all or, from time to ---------------- ------------- time, part of 2,000,000 shares (the "Option Shares") of the total number of Shares Preferred Shares; ------------- provided that the Repurchase Option shall be released from exercisable by the repurchase option Company only if (i) the Weighted Average Trading Price for the period of 20 consecutive Trading Days immediately preceding the date on which notice of exercise of the Repurchase Option is given shall have been not less than the Conversion Price then in effect with respect to Conversion Shares upon conversion of Preferred Shares and (ii) not less than 2,500,000 shares of Common Stock (adjusted to give effect to stock splits and other transactions affecting the Conversion Price pursuant to the terms of the Series D Cumulative Convertible Preferred Stock contained in the Articles of Incorporation) shall have been traded during such 20-Trading Day period. (b) The Repurchase Price payable, in cash, to the Investor in respect of Option Shares repurchased by the Company pursuant to an exercise of the Repurchase Option shall be payable on the first anniversary Option Shares Repurchase Date in respect of such exercise and shall be equal to the following amounts, expressed as a percentage of the Vesting Commencement Liquidation Preference of such Option Shares, determined by the period in which the Option Shares Repurchase Date (as set forth on the signature page occurs, together, in each case, with all accrued and unpaid dividends to and including such Option Shares Repurchase Date: Option Shares Repurchase Date Occurs Repurchase Price during Period: ---------------- ------------- Beginning Ending --------- ------ Date of this Agreement)Agreement December 31, and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement)2001 102.5% January 1, until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.2002 June 30, 2002 102.0% July 1, 2002 December 31, 2002 101.5% January 1, 2003 June 30, 2003 101.0% July 1, 2003 December 6, 2003 100.5%

Repurchase Option. In the event of the voluntary or involuntary termination or cessation of active employment or association of the Purchaser ceases to be ----------------- "employed by with the Company" Company or any subsidiary in which the Company has a majority ownership interest (as defined herein“Subsidiary”) for any reasonreason whatsoever, with or without cause (including death, disability death or voluntary resignationdisability), the Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 90 days from such termination date to repurchase (the “Repurchase Option”) all or any portion portions of the Shares held by the Purchaser which are subject to the Repurchase Option as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share share specified in Section 1. If the Repurchase Option is exercised, the original purchase price will be paid to Purchaser in U.S. dollars and will not be adjusted for inflation, fluctuations in the exchange rates, etc. since Purchaser initially purchased the Shares. Termination of the Purchaser’s active employment with the Company or a Subsidiary shall not be deemed to have occurred during any period that the Purchaser is on a duly authorized leave of absence from the Company or a Subsidiary of less than twelve (12) months, or such longer period as the Committee of the Board of Directors administering the Plan approved in writing. If Purchaser does not return to work with the Company or a Subsidiary on or prior to the last day of an authorized leave of absence, Purchaser’s active employment with the Company or a Subsidiary shall be deemed to terminate on the last day of the authorized leave of absence and the Company’s Repurchase Option specified herein shall become exercisable on such date. For the purposes of this Agreement, Purchaser will be considered to be "employed an authorized leave of absence shall mean a leave of absence approved by the Company" if the Board of Directors an officer of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed and by the CompanyHuman Resources Department. Initially, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. The option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) of the Shares purchased by the Purchaser shall initially be subject to the Company's repurchase option ’s Repurchase Option as set forth above. Thereafter, the The Shares held by the Purchaser shall be released from the Company's repurchase option ’s Repurchase Option under this Section 3(a3.1 as follows: (a) 25% of the shares (i.e., XXX Shares) shall be released July 28, 2006 provided that the Purchaser is still actively employed with the Company or a Subsidiary on such date; and (b) 25% of the shares (i.e., XXX Shares) shall be released July 28, 2007 provided that the Purchaser is still actively employed with the Company or a Subsidiary on such date; and (c) 25% of the shares (i.e., XXX Shares) shall be released July 28, 2008 provided that the Purchaser is still actively employed with the Company or a Subsidiary on such date; and (d) The remaining 25% of the Shares (i.e., XXX Shares) shall be released July 28, 2009 provided that the Purchaser is still actively employed with the Company or a Subsidiary on such date. The continuation of the Purchaser’s active employment with the Company or a Subsidiary is a material inducement to the Company in selling the Shares to Purchaser and failure to provide services to the Company or a Subsidiary, for any reason whatsoever shall trigger the Company’s Repurchase Option. Notwithstanding the foregoing, the lapse of the Repurchase Option will be delayed if Purchaser takes an authorized unpaid leave of absence (including a leave of absence for military, educational, disability or personal purposes) of more than thirty (30) days or an authorized paid leave of absence of more than ninety (90) days. The lapse of the Repurchase Option will be delayed for the number of days that the authorized unpaid leave of absence or authorized paid leave of absence extends beyond the periods set forth above. The delay in the lapse of Repurchase Option shall commence on the thirty-first (31st) day of an authorized unpaid leave of absence of more than thirty (30) days or, in the case of an authorized paid leave of absence of more than ninety (90) days, on the ninety-first (91st) day of such leave and the delay shall terminate on the earlier of (1) the last business day preceding the date on which such individual’s leave of absence terminates or (2) a date twelve (12) months after the commencement of the leave of absence, unless the Compensation Committee of the Board of Directors extends such period. Lapse of the Repurchase Option will not be delayed in the event of a leave of absence if such delay is contrary to applicable local law. Vesting will not be suspended in the event of a leave of absence if such suspension is contrary to applicable local law. Sun policies on leave of absence may vary outside the US, in accordance with local law. Within sixty (60) days following the Purchaser’s termination, the Company shall notify the Purchaser as follows to whether it wishes to purchase the Shares pursuant to the exercise of the Repurchase Option. If the Company elects to purchase said Shares hereunder, it shall set a date for the closing of the transaction at a place specified by the Company not later than thirty (30) days from the date of such notice. At such closing, the Company shall tender payment for the Shares and the certificate or certificates representing the Shares so purchased shall be canceled. The Purchaser hereby authorizes and directs the Secretary or Transfer Agent of the Company to transfer the Shares as to which the Repurchase Option has been exercised from the Purchaser to the Company. Except as provided in each case that Purchaser's employment has under Section 3.5, the Purchaser shall not been terminated transfer by sale, assignment, hypothecation, donation or otherwise any of the Shares or any interest therein prior to the date release of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on Repurchase Option. The Purchaser further authorizes the first anniversary of the Vesting Commencement Date (as set forth on the signature page Company to refuse or to cause its Transfer Agent to refuse to transfer or record any Shares to be transferred in violation of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. (i) In the event of the termination of Purchaser's Service by Purchaser ceases to be ----------------- "employed by or the Company" (as defined herein) Company for any reason, with or without cause (including death, disability or voluntary resignation)cause, the Company shall, shall upon the date of such termination, termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for a period of 90 days from such termination date to repurchase all or any portion of the Unvested Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase repurchase price of $0.17 per Share specified share, appropriately adjusted in Section 1. For purposes the event of a stock dividend, stock split, recapitalization, combination of shares or similar event occurring subsequent to the date of this Agreement, . (ii) Unless the Company notifies Purchaser will be considered within 90 days from the date of termination of Purchaser's Service that it does not intend to be "employed by the Company" if the Board of Directors exercise its Repurchase Option with respect to some or all of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the CompanyUnvested Shares, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. The option Repurchase Option shall be deemed automatically exercised by the Company as of the 90th day following such termination, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Unvested Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser or his executor and, at of the Company's optionintention to exercise its Repurchase Option with respect to all Unvested Shares to which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Repurchase Option by either (iA) by delivery to the Purchaser or his executor with such notice of delivering a check to Purchaser in the amount of the purchase price for the Unvested Shares being purchasedrepurchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of canceling an amount of such indebtedness equal to the purchase price for the Unvested Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price, provided that the Company shall use good faith efforts to satisfy its payment obligation to Purchaser within 15 days after Company's notice of exercise of the Repurchase Option (or deemed exercise), and that if such check is not delivered or such cancellation is not effective within such 15 days from such date, the amount of the Company's unsatisfied payment obligation shall bear interest at a rate of nine percent (9%) per annum until the Company has satisfied its payment obligation under this paragraph (ii). Upon delivery In the event of any deemed automatic exercise of the Repurchase Option pursuant to this Section 5(a)(ii) and Purchaser is then indebted to the Company, the amount of such notice and payment of indebtedness equal to the purchase price in any of the ways described aboveUnvested Shares being repurchased shall be deemed automatically canceled as of the date of Company's notice of exercise of the Repurchase Option (or deemed exercise). As a result of any repurchase of Unvested Shares pursuant to this Section 5(a), the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and shall have all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Unvested Shares being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. (i) In the event Purchaser ceases of any voluntary or involuntary termination of Purchaser's employment by or consulting services to be ----------------- "employed by the Company (including as a result of death or disability) before all shares of the Stock are released from the Company" (as defined herein's repurchase option under Section 2(b) for any reason, with or without cause (including death, disability or voluntary resignation)below, the Company shall, upon the date of such termination, termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option for a period of 90 days twenty-four (24) months from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date Stock which have has not yet been released from the Company's repurchase option described in this Section 2 (the "Repurchase Option") at the time of such termination at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminatedshare. The option Repurchase Option shall be exercised by the Company by written notice to Purchaser or his his/her executor (with a copy to the Escrow Agent described in Section 7 hereof) and, at the Company's option, (iA) by delivery to the Purchaser or his his/her executor with such notice of a check in the amount of the purchase aggregate repurchase price for the Shares Stock being purchasedrepurchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such Purchaser's indebtedness to the Company equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and aggregate (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and Whenever the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) repurchase shares of the Shares purchased by Purchaser shall initially be subject Stock hereunder, the Company may designate and assign one or more employees, officers, directors or shareholders of the Company or other persons or organizations to exercise all or a part of the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option rights under this Section 3(a) as follows (Agreement and to purchase all or a part of such Stock; provided in each case that Purchaser's employment has not been terminated prior if the aggregate fair market value of the Stock to be repurchased on the date of any such release): 1/4th designation or assignment ("Repurchase FMV") exceeds the aggregate repurchase price of the total number of Shares Stock to be repurchased, then each such designee or assignee shall be released from pay the Company cash equal to the difference between the Repurchase FMV and the aggregate repurchase option on the first anniversary price of the Vesting Commencement Date (as set forth on Stock which such designee or assignee shall have the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded right to the nearest whole sharerepurchase.

Repurchase Option. (a) In the event Purchaser ceases to be ----------------- "employed by the Company" of Purchaser’s Termination of Directorship (as defined herein) in the Option Agreement), as applicable, for any reason, with or without cause (including death, disability or voluntary resignation), the Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 90 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. The option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right and option to transfer purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Purchaser for such Shares in connection with the exercise of the Option (the “Repurchase Option”). (b) The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to its own name Purchaser (or his or her transferee or legal representative, as the number case may be), within ninety days of the date of the Purchaser’s Termination of Directorship a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being repurchased transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company, without further action . The Company shall avail itself of this option by Purchaser. One hundred percent (100%) a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety days following the date of Purchaser’s Termination of Directorship, the Repurchase Option shall terminate. (e) 100% of the Unvested Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of The Unvested Shares shall be released from the repurchase option on the first anniversary of Repurchase Option in accordance with the Vesting Commencement Date (as Schedule set forth on in the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), Option Agreement until all Shares are released from the repurchase optionRepurchase Option. Fractional shares Shares shall be rounded down to the nearest whole share.

Repurchase Option. (a) In the event Purchaser ceases to be ----------------- "employed Stockholder's employment with the Company is terminated (i) voluntarily by the Stockholder or (ii) by the Company "for cause" before all of the shares of Restricted Stock are released from the Company" 's repurchase option (as defined herein) for any reason, with or without cause (including death, disability or voluntary resignationsee Section 2), the Company shall, upon the date of such termination, termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option (which option may be assigned by the Company pursuant to Section 7(b)) (the "Repurchase Option") for a period of 90 days (or such longer period of time either mutually agreed to by Stockholder and the Company or determined by the Company in good faith to be necessary to avoid the loss of "qualified small business stock" treatment under Section 1202 of the Internal Revenue Code for any stockholder other than Stockholder) from such termination date to repurchase some or all or any portion of the Unreleased Shares held (as defined in Section 2) at such time at the original price per share paid by Purchaser as Stockholder for the Restricted Stock (the "Repurchase Price"). In the event Stockholder's employment with the Company is terminated by the Company other than "for cause," all shares of such date which have not yet been Restricted Stock shall be released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company Repurchase Option and the effective date on which Purchaser's employment terminatedRepurchase Option shall terminate and be of no further force or effect. The option Said Repurchase Option shall be exercised by the Company by written notice to Purchaser Stockholder or his Stockholder's executor (with a copy to the Escrow Holder, as defined in Section 3) and, at the Company's option, (i) by delivery to the Purchaser Stockholder or his Stockholder's executor with such notice of a check in the amount of the purchase price aggregate Repurchase Price for the Shares Restricted Stock being purchasedrepurchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such any of Stockholder's indebtedness to the Company equal to the purchase price aggregate Repurchase Price for the Shares Restricted Stock being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase priceaggregate Repurchase Price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.Upon

Repurchase Option. In (a) Upon the event Purchaser ceases to be ----------------- "employed by termination of Recipient’s employment with the Company" (as defined herein) Company and all Subsidiaries for any reasonreason (including, with subject to Section 3(b), as a result of Recipient’s death or without cause (including death, disability or voluntary resignationdisability), the Company shall, upon the date of such termination, or its assignee shall have an irrevocableirrevocable option (the “Repurchase Option”) to repurchase any and all unvested Shares from Recipient, exclusive option for at a period price of 90 days from $0.01 per share (the “Option Price”), as more particularly set forth in this Section 3; provided, however, that if such termination date to repurchase all is (i) by the Company or any portion Subsidiary for any reason other than “cause” (as defined in the Recipient’s employment agreement with the Company) or (ii) by the Recipient for “good reason” (as defined in such Recipient’s employment agreement with the Company), then all of the Shares held by Purchaser as shall be deemed to be vested and not subject to the Repurchase Option. (b) On the first anniversary of such the date which have not yet been hereof 25% of the Shares shall vest and be released from the Company's repurchase option at Repurchase Option, on the original purchase price per Share specified second anniversary of the date hereof an additional 25% of the Shares shall vest and be released from the Repurchase Option, on the third anniversary of the date hereof an additional 25% of the Shares shall vest and be released from the Repurchase Option and on the fourth anniversary of the date hereof all of the remaining Shares shall vest and be released from the Repurchase Option (each such anniversary of the date hereof, a "Vesting Date"); provided, however, that (i) if a Change in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by Control (as defined in the Company" if the Board of Directors Plan) of the Company determines that Purchaser is rendering substantial services as an officeroccurs, employee, consultant or independent contractor to all the Company. In case Shares shall immediately vest and be released from the Repurchase Option and (ii) upon the termination of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by Recipient's employment with the Company and all Subsidiaries as a result of the effective date Recipient's death or disability, any Shares scheduled to vest on which Purchaser's employment terminated. the first Vesting Date following such termination shall immediately vest and be released from the Repurchase Option. (c) The option Repurchase Option shall be exercised by written notice signed by an officer of the Company or by any assignee or assignees of the Company and delivered in accordance with Section 13(a). Such notice shall identify the number of Shares to be purchased and shall notify Recipient of the time, place and date for settlement of such purchase. The Company shall be entitled to pay for any Shares purchased pursuant to its Repurchase Option at the Company’s option in cash or by offset against any indebtedness owing to the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchasedRecipient, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase priceboth. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole shareRecipient.

Repurchase Option. In (i) If Purchaser voluntarily terminates his employment relationship with the event Purchaser ceases to be ----------------- "employed by Company or if the Company" Company terminates Purchaser's employment relationship with the Company for Cause (as defined herein) for any reason, with or without cause (including death, disability or voluntary resignationbelow), the Company shall, shall upon the date of such termination, termination (the "Termination Date") have an ---------------- irrevocable, exclusive option (the "Repurchase Option") for a period of 90 60 days ----------------- from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share share specified in Section 1. For purposes of this Agreement1 (adjusted for any stock splits, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company stock dividends and the effective date on which Purchaser's employment terminated. like). (ii) The option Repurchase Option shall be exercised by the Company by written notice to Purchaser or his Purchaser's executor and, at the Company's option, (iA) by delivery to the Purchaser or his Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent . (100%iii) 75% of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th 1/48 of the total number of Shares shall be released from the repurchase option Repurchase Option on the first each monthly anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase optionRepurchase Option. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing: (A) If the Company terminates Purchaser's employment with the Company other than for Cause, then 236,250 of the Shares that are subject to the Repurchase Option as of such date shall be immediately released from the Repurchase Option on the effective date of such termination in addition to any Shares previously released from the Repurchase Option as of such date in accordance with the second sentence of this Section 3(a)(iii). (B) In the event of a Change of Control (as defined below) during the term of Purchaser's employment with the Company and (a) Purchaser is not offered a position with similar responsibilities (at the same or greater base salary and bonus potential) by the surviving corporation or (b) Purchaser's principal office after the Change of Control is located more than 50 miles from your residence, 100% of the Shares shall be released from the Repurchase Option on the effective date of the transaction. For purposes of the foregoing sentence, it is agreed that managing the online division of a major drugstore chain will not constitute a position with similar responsibilities. Subject to such exception, however, Purchaser and the Company agree that a position with similar responsibilities will include any position in which Purchaser continues to run the operations of the Company with full executive responsibility for strategic and business planning, profit and loss, marketing, pricing and sales. Purchaser further agrees that Purchaser's responsibilities at the surviving corporation shall not be considered to be dissimilar solely because the acquiring company combines and operates warehousing, distribution and other similar operations. (iv) The following terms referred to in this Section 3 shall have the following meanings:

Repurchase Option. (a) In the event Purchaser ceases to be ----------------- of termination of Purchaser's employment arrangement with the Company (the "employed by the Company" (as defined hereinEmployment Arrangement") for any reason, with or without cause (whether voluntary or involuntary, including death, disability death or voluntary resignationdisability) (collectively referred to as the "Termination"), the Company shall, shall upon the date of such termination, Termination have an irrevocable, irrevocable and exclusive option for a period of 90 days from such termination date (the "Repurchase Option") to repurchase all or any portion up to the total number of the Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement3.1(b) at the Original Issuance Price per Share, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officeradjusted for stock splits, employeestock dividends, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company consolidations and the effective date on which Purchaser's employment terminated. The option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, like. (ib) by delivery to the Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) All of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, the Shares held by Purchaser initially subject to the Repurchase Option shall be released from the Company's repurchase option under this Section 3(aRepurchase Option, cumulatively, as to one fourth (1/4) of such shares after twelve (12) months following such Vesting Commencement Date and as follows to one forty-eighth (provided in 1/48) of such Shares after each case that month following such twelve (12) month period during the Employment Arrangement. (c) Within sixty (60) days following Purchaser's employment has Termination, the Company shall notify Purchaser as to whether it (or its assignee) wishes to purchase all or a portion of the Shares pursuant to the exercise of the Repurchase Option. If the Company (or its assignee) elects to purchase such Shares hereunder, it shall notify Purchaser in writing of its (or its assignee's) intention to purchase such Shares hereunder at the repurchase price per share set pursuant to Section 3.1(a) and either (i) set a date and location for the closing of the transaction not been terminated prior to later than thirty (30) days from the date of such notice at which time the Company (or its assignee) shall tender payment for the Shares or (ii) close the transaction by mail by including payment for the Shares with the Company's notice to Purchaser. Payment for the Shares may be in the form of cash, the Company's check or cancellation of all or a portion of Purchaser's indebtedness to the Company or any combination thereof. At such release): 1/4th closing, the certificate(s) representing the Shares so purchased shall be delivered to the Company and cancelled (or the Shares transferred to the Company's assignee, if applicable) or, in the case of payment by the Company (or its assignee) by mail, such certificate(s) shall be deemed cancelled (or the Shares transferred to the Company's assignee, if applicable) as of the total number date of the mailing of the Company's notice and, thereafter, shall be promptly returned by Purchaser to the Company by certified or registered mail. Shares subject to the Repurchase Option as to which the Company (or its assignee) has not exercised its Repurchase Option within ninety (90) days following Purchaser's Termination shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole shareRepurchase Option.

Repurchase Option. In Upon the event Purchaser ceases to be ----------------- "employed by the Company" (as defined herein) for closing of any reasonAcquisition or IPO, with or without cause (including deathHolder may, disability or voluntary resignation)in its sole discretion, require the Company shall, upon the date of such termination, have repurchase this Warrant in its entirety for an irrevocable, exclusive option for a period of 90 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original aggregate purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered equal to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. The option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery Five Hundred Thousand Dollars ($500,000) if such Acquisition or IPO occurs prior to the Purchaser or his executor with such notice of a check in date that is twelve (12) months from the amount of the purchase price for the Shares being purchasedIssue Date, or (ii) in One Million Dollars ($1,000,000) if such Acquisition or IPO occurs on or after the event date that is twelve (12) months from the Purchaser is indebted Issue Date but prior to the Company, by cancellation by date that is twenty-four (24) months from the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchasedIssue Date, or (iii) One Million Five Hundred Thousand Dollars ($1,500,000) if such Acquisition or IPO occurs on or after the date that is twenty-four (24) months from the Issue Date (the “Repurchase Option”). Holder shall provide the Company with written notice of its decision to exercise the Repurchase Option which is to be delivered to the Company not more than (A) in connection with an Acquisition, thirty (30) days after Holder receives notice from the Company of the closing of any Acquisition, or (B) in connection with an IPO, ten (10) Business Days after the date on which the Company’s IPO price per share of Common Stock is confirmed by the underwriter of such IPO. For purpose of clarity, the Repurchase Option shall not apply to shares issued upon exercise of this Warrant, and in the event of a combination partial exercise of this Warrant, the repurchase amounts set forth above shall be reduced accordingly on a pro rata basis. The Repurchase Option shall automatically terminate on the first to occur of (i) the next calendar day immediately following the date on which Holder is required to notify the Company of any decision to exercise the Repurchase Option in accordance with the terms set forth in Section 1.6(b)(A) above and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of next calendar day immediately following the purchase price in any of the ways described above, date on which Holder is required to notify the Company shall become of any decision to exercise the legal and beneficial owner of Repurchase Option in accordance with the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as terms set forth in Section 1.6(b)(B) above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.]

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by of the Company" (as defined herein) voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), with or without cause (including death, disability or voluntary resignation)cause, the Company shall, shall upon the date of such termination, termination (the "Termination Date") have an irrevocable, ---------------- exclusive option (the "Repurchase Option") for a period of 90 60 days from such termination ----------------- date to repurchase all or any portion of the Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share specified in Section 1. For purposes 1 (adjusted for any stock splits, stock dividends and the like); provided, however, that the -------- ------- Repurchase Option shall continue for a period of this Agreement, Purchaser will be considered up to be "employed by one year from the Company" if Termination Date to the Board extent that the Company reasonably determines that such an extension of Directors time is necessary to prevent the repurchase of the Shares from causing other capital stock of the Company determines that Purchaser is rendering substantial services to lose its status as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors "qualified small business stock" under Section 1202 of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. Internal Revenue Code of 1986, as amended. (ii) The option Repurchase Option shall be exercised by the Company by written notice to Purchaser or his Purchaser's executor and, at the Company's option, (iA) by delivery to the Purchaser or his Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. . (iii) One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th 1/8th of the total number of Shares shall be released from the repurchase option Repurchase Option on the first anniversary of date that is six months after the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the total number of Shares originally purchased shall be released from the repurchase option Repurchase Option at the end of each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement)thereafter, until all Shares are released from the repurchase optionRepurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of such release). Fractional shares shall be rounded to the nearest whole share. (iv) Notwithstanding Section 3(a)(iii), the Repurchase Option shall lapse in accordance with paragraph 6 of Purchaser's employment letter with the Company dated December 9, 1997 (the "Employment Letter"). -----------------

Repurchase Option. (a) In the event Purchaser the Executive ceases to be ----------------- "employed by the Company" (as defined herein) for any reason, with or without cause (including death, disability or voluntary resignation), the Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 90 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and its Subsidiaries for any reason (the effective “Termination”), the Executive Securities (whether held by the Executive or one or more of the Executive’s Permitted Transferees (as defined in the Stockholders Agreement) will be subject to repurchase by the Company and the holders of Investor Shares pursuant to the terms and conditions set forth in this Section 2 (the “Repurchase Option”). The Repurchase Option for any Executive Securities shall become effective: (i) if the Executive has not reached the age of 65 on or prior to the date of the Termination, on the later of the date the Executive has held the Executive Securities for six months or the date of the Termination or (ii) if the Executive has reached the age of 65 on or prior to the date of the Termination, on the later of the date which is six months following the date on which Purchaser's the Executive reached the age of 65, the date the Executive has held the Executive Securities for six months or the date of the Termination (the “Repurchase Date”). (b) If the Executive’s employment terminated. The option shall be exercised with the Company and its Subsidiaries is terminated by the Company by written notice to Purchaser or his executor any such Subsidiary without Cause or following the date upon which the Executive reaches the age of 65 and, at the Company's optiontime of such termination, (i) Executive could not have been terminated by delivery to the Purchaser Company or his executor such Subsidiary with such notice of a check in the amount of Cause, the purchase price for the Shares being purchasedExecutive Securities shall be the Fair Market Value thereof on the Repurchase Date. If the Executive’s employment with the Company and its Subsidiaries is (i) terminated by the Company or any such Subsidiary for Cause, or (ii) in voluntarily terminated by the event the Purchaser is indebted Executive prior to the Companydate upon which the Executive reaches the age of 65, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchasedExecutive Securities shall be the lower of Fair Market Value on the Repurchase Date and Original Cost thereof. (c) The Company may elect to purchase all or any portion of the Executive Securities by delivering written notice (the “Repurchase Notice”) to the holder or holders of Executive Securities within 60 days after the Repurchase Date. The Repurchase Notice will set forth the Executive Securities to be acquired from each holder, or (iii) the aggregate consideration to be paid for such Executive Securities and the time and place for the closing of the transaction. The number of Executive Securities to be repurchased by a combination the Company shall first be satisfied, to the extent possible, from the Executive Securities held by the Executive at the time of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment the Repurchase Notice. If the number of Executive Securities then held by the purchase price in any Executive is less than the total number of Executive Securities which the ways described aboveCompany has elected to purchase, the Company shall become purchase the legal and beneficial owner remaining Executive Securities elected to be purchased from the other holder(s) of the Shares being repurchased and all rights and interest therein or related theretoExecutive Securities under this Agreement, and the Company shall have the right pro rata according to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Shares Executive Securities held by Purchaser shall be released from such other holder(s) at the Company's repurchase option under this Section 3(a) time of delivery of such Repurchase Notice (determined as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (nearly as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded practicable to the nearest whole share). (d) If for any reason the Company does not elect to purchase all of the Executive Securities pursuant to the Repurchase Option, the holders of Investor Shares shall be entitled to exercise the Repurchase Option for the Executive Securities which the Company has not elected to purchase (the “Available Shares”). As soon as reasonably practicable after the Company has determined that there will be Available Shares, but in any event within 60 days after the Repurchase Date, the Company shall give written notice (the “Option Notice”) to each of the holders of Investor Shares setting forth the number of Available Shares and the purchase price for the Available Shares. Each holder of Investor Shares may elect to purchase any or all of the Available Shares by giving written notice to the Company within 60 days after the Option Notice has been delivered to such holder of Investor Shares by the Company. In the event that the holders of Investor Shares elect to purchase more Available Shares than are available, then the number of Available Shares to be purchased by each such holder that has elected to purchase more than its pro rata share of Available Shares (based upon the number of shares of Investor Shares held by all such holders of Investor Shares) shall be reduced on a pro rate basis in proportion to the number of Investor Shares held by all holders that have elected to purchase more than their pro rate share that are not owned by such holder. As soon as practicable, and in any event within five (5) days after the expiration of such 60-day period, the Company shall notify each holder of Executive Securities as to the number of Executive Securities being purchased from such holder by each holder of Investor Shares (the “Supplemental Repurchase Notice”) exercising the Repurchase Option setting forth the number of Executive Securities which such holder of Investor Shares is entitled to purchase, the aggregate purchase price for such Executive Securities and the time and place of the closing of the transaction. (e) The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than 45 days nor less than five (5) days after the delivery of such notice. The Company and/or the holders of Investor Shares, as the case may be, will pay for the Executive Securities to be purchased pursuant to the Repurchase Option by delivery of a check or wire transfer of funds to the holders of the Executive Securities. The Company and the holders of Investor Shares will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers’ signatures be guaranteed. (f) Notwithstanding anything to the contrary contained in this Agreement, the Company’s exercise of the Repurchase Option shall be subject to applicable restrictions contained in applicable law and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Executive Securities hereunder which the Company is otherwise required to make or create a default thereunder, the time periods provided in this Section 2 shall be suspended, and the Company may make such repurchases under this Section 2 as soon as it is permitted to do so under such restrictions (and the Company shall inform the Executive of such restrictions in the Repurchase Notice) and shall consummate such repurchase of Executive Securities promptly following the cessation of all such restrictions thereon (by giving the holder or holders of Executive Securities a new Repurchase Notice). (g) The right of the Company and the holders of Investor Shares to repurchase Executive Securities pursuant to this Section 2 shall terminate upon the consummation of a Public Offering.

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by the Company" (as defined herein) for any reason, with or without cause (including death, disability or voluntary resignation)of Purchaser’s Termination, the Company shall, shall upon the date of such termination, termination (the “Termination Date”) have an irrevocable, exclusive option (the “Repurchase Option”) for a period of 90 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option ’s Repurchase Option at the original purchase price per Share specified in Section 11 (adjusted for any stock splits, stock dividends and the like). For purposes In addition, the event of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors a Purchaser’s Termination for “Cause” as provided in Section 9.4 of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the CompanyPlan, the Board of Directors Company shall have an irrevocable exclusive option to repurchase any Shares purchased after the first event constituting “Cause”. (ii) Unless the Company notifies Purchaser within 90 days from the Termination Date that it does not intend to exercise its Repurchase Option with respect to some or all of the Company will have discretion to determine whether Purchaser has ceased to be employed by Shares, the Company and the effective date on which Purchaser's employment terminated. The option Repurchase Option shall be deemed automatically exercised by the Company as of the 90th day following the Termination Date, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser or his executor andof the Company’s intention to exercise its Repurchase Option with respect to all Shares to which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Company's option, Repurchase Option by either (iA) by delivery to the Purchaser or his executor with such notice of delivering a check to Purchaser in the amount of the purchase price for the Shares being purchasedrepurchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of canceling an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery In the event of any deemed automatic exercise of the Repurchase Option pursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Company, such notice and payment of indebtedness equal to the purchase price in any of the ways described aboveShares being repurchased shall be deemed automatically canceled as of the 90th day following the Termination Date unless the Company otherwise satisfies its payment obligations. As a result of any repurchase of Shares pursuant to this Section 3(a), the Company shall become the legal and beneficial owner of the Shares being repurchased and shall have all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent . (100%iii) All of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, the Shares held by Provided that Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows remains continuously employed (provided in each case that Purchaser's employment has not been terminated prior or continues to provide services to the date of any such release): 1/4th Company as a consultant), [ ] of the total number of Shares shall be released from the repurchase option Repurchase Option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th an additional [ ] on the second anniversary of the Vesting Commencement Date, so that all [ ] Shares originally purchased shall be released from the repurchase option each month thereafter Repurchase Option on the Monthly Vesting Fully Vested Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by of the Company" (as defined herein) voluntary or involuntary termination of the Shareholder's employment or consulting relationship with the Company for any reasonreason (including death or disability), with or without cause (including death, disability or voluntary resignation)cause, the Company shall, shall upon the date of such termination, termination (the "Termination Date") have an irrevocable, ---------------- exclusive option (the "Repurchase Option") for a period of 90 sixty (60) days from ----------------- such termination date to repurchase all or any portion of the Shares held by Purchaser the Shareholder as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share specified in Section 1. For purposes of this Agreementsuch Shares (adjusted for share exchanges, Purchaser will be considered stock splits, stock dividends and the like); provided, however, -------- ------- that the Repurchase Option shall continue for a period of up to be "employed by one year from the Company" if Termination Date to the Board extent that the Company reasonably determines that such an extension of Directors time is necessary to prevent the repurchase of such Shares from causing other capital stock of the Company determines that Purchaser is rendering substantial services to lose its status as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors "qualified small business stock" under Section 1202 of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. Internal Revenue Code of 1986, as amended. (ii) The option Repurchase Option shall be exercised by the Company by written notice to Purchaser the Shareholder or his the Shareholder's executor and, at the Company's option, (iA) by delivery to the Purchaser Shareholder or his the Shareholder's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (iiB) in the event the Purchaser Shareholder is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of accordance with the ways described aboveforegoing, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent the Shareholder. (100%iii) 795,625 of the Shares purchased by Purchaser (the "Vesting Shares") shall -------------- initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, 1/36th of the Vesting Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows Repurchase Option on each monthly anniversary of the Effective Date, until all Vesting Shares are released from the Repurchase Option (provided in each case that Purchaserthe Shareholder's employment or consulting relationship with the Company has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. In the event of the voluntary or involuntary termination of employment or association with the Company of Purchaser ceases to be ----------------- "employed by with the Company" (as defined herein) Company for any reason, with or without cause (including death, disability death or voluntary resignationdisability), the Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 90 60 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. The option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred Ten percent (10010%) ), or 61,500, of the Shares purchased by Purchaser shall initially will be subject to immediately released from the Company's repurchase option as set forth above. Thereafter, the remaining Shares (the "Remaining Shares") held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment or by association with the Company has not been terminated prior to the date of any such release): 1/4th 1/48th of the total number of Remaining Shares shall be released from the repurchase option on the first each monthly anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month ) thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing, in the event that and at such time as the Company has recorded gross product sales revenues of One Hundred Fifty Thousand Dollars ($150,000.00), an additional fifteen percent (15%), or 92,250, of the Shares will be immediately released from the Company's repurchase option. In such case, the number of unvested Remaining Shares will be reduced by such additional amount and such reduced number of Remaining Shares will continue to vest according to the vesting schedule set forth above.

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by of the Company" (as defined herein) voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), with or without cause (including death, disability or voluntary resignation)cause, the Company shall, shall upon the date of such termination, termination (the "Termination Date") have an irrevocable, ---------------- exclusive option (the "Repurchase Option") for a period of 90 60 days from such termination ----------------- date to repurchase all or any portion of the Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share specified in Section 1. For purposes 1 (adjusted for any stock splits, stock dividends and the like); provided, however, that the -------- ------- Repurchase Option shall continue for a period of up to one year from the Termination Date to the extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of Confidential treatment has been requested for portions of this Agreement, Purchaser will be considered exhibit. The copy filed herewith omits the information subject to be "employed by the Company" if confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Board of Directors Securities and Exchange Commision. Purchaser's Shares from causing other capital stock of the Company determines that Purchaser is rendering substantial services to not qualify as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors "small business stock" under Section 1202 of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. Internal Revenue Code of 1986, as amended. (ii) The option Repurchase Option shall be exercised by the Company by written notice to Purchaser or his Purchaser's executor and, at the Company's option, (iA) by delivery to the Purchaser or his Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent . (100%iii) The Repurchase Option shall be in effect with respect to 75% of the Shares purchased by Purchaser and shall initially be subject lapse as to the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date 1/48 of any such release): 1/4th of the total number of Shares shall be released from the repurchase option shares on the first monthly anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase optionRepurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release). The remaining 25% shall not be subject to the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. (a) In the event Purchaser ceases Losses incurred by Sellers for indemnifiable claims under this Article VIII exceed Two Million Dollars ($2,0000,000) in the aggregate in the fifteen months following the Closing, or in the event an indemnification claim has been made within such fifteen (15) month period which alleges Losses which would cause the Losses hereunder to be ----------------- "employed by exceed $2,000,000, Sellers shall have a right, but not an obligation, upon written notice to Buyer (the Company" (as defined herein) for any reason, with or without cause (including death, disability or voluntary resignation“Option Notice”), the Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 90 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as membership interests or other equity interests of such date which have not yet been released from the Company's repurchase option at Company (the original purchase price per Share specified in Section 1“Repurchase Option”). For purposes of this Agreementsection the amount of indemnifiable claims necessary to reach the threshold level of $2,000,000 shall not include any amounts paid out of the Escrow Funds. (b) The exercise price for the Repurchase Option shall equal [***], Purchaser will be considered plus the cash component of any capital expenditures invested in the Company by Buyer since the Closing Date and all third party costs expended by Buyer from the date of the letter of intent to the Closing Date plus an 8% annual rate of return for the period from closing to the date on which the repurchase shall occur, less any distributions taken by Buyer (the “Exercise Price”) to be "employed by paid in cash at such closing. (c) The Repurchase Option shall be for all of the Company" if the Board of Directors membership interests or other equity interests of the Company determines that Purchaser is rendering substantial services as and its subsidiaries and be completed upon execution and delivery of an officer, employee, consultant or independent contractor executed membership equity transfer assignment and power in exchange for the Exercise Price (the “Assignment”). Such Assignment shall contain only limited representations and warranties related to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors ownership of the Company will have discretion to determine whether Purchaser has ceased to be employed by membership interests in the Company and its subsidiaries. (d) The Repurchase Option shall be exercisable immediately after the effective date on which Purchaser's employment terminatedLosses exceed $2,000,000 in the aggregate (the “Option Trigger Event”). The Such option shall be exercised by expire ninety (90) days after the Company by Option Trigger Event. (e) Sellers shall deliver written notice to Purchaser or his executor and, at of exercise of this option in accordance with the Company's option, (i) by delivery to the Purchaser or his executor with such notice provisions of a check this Agreement in the amount form set forth as Exhibit D hereto (the “Exercise Notice”). Such Exercise Notice shall specify a closing date. Within seven (7) days thereafter Buyer shall deliver to Sellers a computation of the purchase price for Exercise Price. (f) The closing of the Shares being purchasedRepurchase Option shall occur within thirty (30) days following delivery of the Exercise Notice. (g) For purposes of this section, or “Losses” shall be calculated after the Basket maximum has been reached and shall mean any actual payment, accepted known liability, expense (iiincluding cost of investigation and defense and reasonable attorney fees) in the event the Purchaser is indebted net of any tax benefits inuring to the Company, Sellers and any insurance proceeds received by cancellation by the Company of an amount Sellers as a result of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase priceindemnifiable claim. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this ARTICLE IX Closing Documents Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.9.1

Repurchase Option. (1) All Unvested Shares, and any stock dividends or stock distributions paid thereon (collectively, the "Restricted Shares"), are subject to the Company's Repurchase Option (as defined below). Vested Shares whether held by Purchaser or by Escrow Holder shall not be considered Restricted Shares. (2) In the event Purchaser ceases of the voluntary or involuntary termination of the Purchaser's employment with or services to be ----------------- "employed by the Company" (as defined herein) Company for any reason, with or without cause no reason (including death, disability death or voluntary resignation)disability) (a "Termination") before all of the Restricted Shares become Vested Shares and are released from the Repurchase Option under Section 5, the Company shall, upon the date of such termination, the Termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option (the "Repurchase Option") for a period of 90 (ninety) days from such termination date to repurchase all or any portion of the Restricted Shares held by Purchaser as of such date (i.e., those which have not yet vested and become Vested Shares and thus have not been released from the Company's repurchase option Repurchase Option at such time) at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. share ($0.35). (3) The option Repurchase Option shall be exercised by the Company by written notice to the Purchaser or his executor (with a copy to the Escrow Holder (as defined below)) and, at the Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check in the amount of the purchase repurchase price for the Restricted Shares being purchasedrepurchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such the Purchaser's indebtedness to the Company equal to the purchase repurchase price for the Restricted Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase repurchase price. Upon delivery of such notice and the payment of the purchase repurchase price in any of the ways described aboveabove within the ninety (90) day period, the Company shall become the legal and beneficial owner of the Restricted Shares being repurchased and all rights and interest interests therein or related relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Restricted Shares being repurchased by the Company. (4) Whenever the Company shall have the right to repurchase Restricted Shares hereunder, without further action by Purchaser. One hundred percent (100%) the Company may designate and assign one or more employees, officers, directors or stockholders of the Shares purchased by Purchaser shall initially be subject Company or other persons or organizations to exercise all or a part of the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option rights under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date Agreement and purchase all or a part of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole shareRestricted Shares.

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by of the Company" (as defined herein) voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), with or without cause (including death, disability or voluntary resignation)cause, the Company shall, shall upon the date of such termination, termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for a period of 90 60 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share specified in Section 1. For purposes of this Agreement1 (adjusted for any stock splits, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company stock dividends and the effective date on which Purchaser's employment terminated. like). (ii) The option Repurchase Option shall be exercised by the Company by written notice to Purchaser or his Purchaser's executor and, at the Company's option, (iA) by delivery to the Purchaser or his Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent . (iii) 100%) % of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th 25% of the total number of Shares shall be released from the repurchase option Repurchase Option on the first twelve-month anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and an additional 1/48th of the total number of Shares originally purchased shall be released from the repurchase option Repurchase Option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement)thereafter, until all Shares are released from the repurchase optionRepurchase Option. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing, in the event that the Company undergoes a Change of Control (as defined below) 50% of the Shares remaining subject to the Repurchase Option as of the date of the Change of Control (or such lesser number of Shares as then remain subject to the Repurchase Option) shall immediately be released from the Repurchase Option.

Repurchase Option. In Subject to the event Purchaser provisions of Section 3.2 below, if Holder ceases to be ----------------- "employed by a Service Provider before all of the Shares are released from the Company" ’s Repurchase Option (as defined herein) for any reason, with or without cause (including death, disability or voluntary resignationbelow), the Company shall, upon the date of such terminationtermination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option option, but not the obligation, for a period of 90 sixty (60) days, commencing ninety (90) days from such termination after the date Holder ceases to be a Service Provider to repurchase all or any portion of the Unreleased Shares held by Purchaser (as of defined below in Section 3.3) at such date which have not yet been released from time (the Company's repurchase option “Repurchase Option”) at the original cash purchase price per Share specified in Section 1share (the “Repurchase Price”). For purposes of this Agreement, Purchaser will be considered The Repurchase Option shall lapse and terminate one hundred fifty (150) days after Holder ceases to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminateda Service Provider. The option Repurchase Option shall be exercised exercisable by the Company by written notice to Purchaser Holder or his Holder’s executor and(with a copy to the escrow agent appointed pursuant to Section 4.1 below) and shall be exercisable, at the Company's ’s option, (i) by delivery to the Purchaser Holder or his Holder’s executor with such notice of a check in the amount of the purchase price for Repurchase Price times the number of Shares being purchased, or to be repurchased (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price“Aggregate Repurchase Price”). Upon delivery of such notice and the payment of the purchase price in any of the ways described aboveAggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest interests therein or related relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company. In the event the Company repurchases any Shares under this Section 3.1, without further action any dividends or other distributions paid on such Shares and held by Purchaser. One hundred percent (100%) of the Shares purchased escrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly paid by Purchaser shall initially be subject the escrow agent to the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by of the Company" (as defined herein) voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), with or without cause (including death, disability or voluntary resignation)cause, the Company shall, shall upon the date of such termination, termination (the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for a period of 90 60 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share specified in Section 1. For purposes of this Agreement1 (adjusted for any stock splits, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company stock dividends and the effective date on which Purchaser's employment terminated. like). (ii) The option Repurchase Option shall be exercised by the Company by written notice to Purchaser or his Purchaser's executor and, at the Company's option, (iA) by delivery to the Purchaser or his Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent . (iii) 100%) % of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(aOne-fourth (1/4th) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option Repurchase Option on the first twelve-month anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and an additional 1/48th of the total number of Shares originally purchased shall be released from the repurchase option Repurchase Option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase optionRepurchase Option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by of the Company" (as defined herein) voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), with or without cause (including death, disability or voluntary resignation)cause, the Company shall, shall upon the date of such termination, termination (the "Termination Date") have an irrevocable, ---------------- exclusive option for a period of 90 days from such termination date (the "Repurchase Option") to repurchase all or any portion of ----------------- the Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share specified in Section 1. For purposes of this Agreement1 (adjusted for any stock splits, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company stock dividends and the effective date on which Purchaser's employment terminated. like). (ii) The option Repurchase Option shall be exercised by the Company by written notice at any time following the Termination Date to Purchaser or his Purchaser's executor and, at the Company's option, (iA) by delivery to the Purchaser or his Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. . (iii) One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(aThree forty-eighths (3/48) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option Repurchase Option on the first three-month anniversary of the Vesting Commencement Date Date; six forty-eighths (as set forth on the signature page of this Agreement), and 1/48th 6/48) of the Shares originally purchased shall be released from the repurchase option each month thereafter Repurchase Option on the Monthly nine-month anniversary of the Vesting Date Commencement Date; and one forty-eighth (as set forth on 1/48) of the signature page of this Agreement), until all Shares are shall be released from the repurchase optionRepurchase Option every month thereafter such that all Shares shall be released from the Repurchase Option four years from the Vesting Commencement Date, provided, however, that such releases from the Repurchase Option shall immediately cease as of the Termination Date. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing, in the event during Purchaser's employment with the Company there occurs a "change in control", which results in a material reduction of the Purchaser's responsibilities within 90 days of such change of control, 50% of the Shares then subject to the Repurchase Option shall be released from the Repurchase Option. If such change in control occurs during the one year period following the Vesting Commencement Date, an aggregate total of 187,500 Shares (which number includes Shares previously released from the Repurchase Option) shall be or have been released from the Repurchase Option. "Change of Control" means (i) any acquisition of more than 50% of the Company's then outstanding voting securities or (ii) the sale or disposition of all or substantially all of the assets of the Company.

Repurchase Option. (a) In the event that either: (i) the Purchaser ceases to be ----------------- "employed by the Company" (as defined herein) for any reason, except for acts of God and other unforeseen events and actions over which the Purchaser has no control, shall not (A) pay the principal amount of $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period or (B) pay the principal amount of $1,000,000 (subject to adjustment pursuant to Section 4.7, below) when due pursuant to the terms of the Five Year Note subject to any cure period; or (ii) during a two (2) year period following the Closing Date, YA Global Investments, LP (f/k/a Cornell Capital Partners, LLP) and/or M▇▇▇▇▇▇▇▇▇ Equity Partners, Ltd., in one or a series of transactions converts the shares of Series A Convertible Preferred Stock held by them so that, following such transactions, they beneficially own in the aggregate and collectively at the time of such transactions and as disclosed in a filing with the Securities and Exchange Commission (the “SEC”) 15% or without cause more of the then issued and outstanding shares of the Purchaser’s Common Stock; or (including death, disability or voluntary resignation)iii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note and Five Year Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company shallto a third party, upon the date Purchaser shall give the Stockholder 45 days advance written notice of such terminationa proposed transaction; whereupon, the Stockholder shall have an irrevocable, exclusive option (the “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock (together with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Repurchase Option shall be exercisable for a period of 90 30 days from following the first occurrence of an event set forth above (the “Repurchase Option Exercise Period”) and, if not exercised during such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the CompanyRepurchase Option Exercise Period, the Board Repurchase Option shall automatically terminate and shall be of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminatedno further force or effect. The option Stockholder shall be exercised exercise his Repurchase Option by the Company by delivering written notice to the Purchaser and the Company on or his executor and, at before the Company's option, expiration of the Repurchase Option Exercise Period (the “Repurchase Option Notice”) together with (i) by delivery to the Purchaser or his executor with such notice of a check or checks in the amount of the purchase price for the Shares being purchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) Repurchase Consideration and (ii) so that the combined payment and original common stock purchase warrant representing the Warrant Consideration for cancellation of indebtedness equals such purchase priceby the Purchaser. Upon delivery of such notice and payment A closing with regard to the Stockholder’s exercise of the purchase price in any Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the ways described aboveRepurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”). (b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a): (i) as a break-up fee, the Company Stockholder shall become have a right to retain the legal Warrant issued to Stockholder pursuant to Section 1.2; and (ii) the Purchaser’s obligations to pay the principal amount and beneficial owner interest due under the Acquisition Note and Five Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the Shares being repurchased principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and all rights and interest therein Five Year Note; and (iii) the Purchaser shall have no further liability or related thereto, and obligation to the Stockholder or the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. Thereafterunder this Agreement, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole shareAcquisition Note or Five Year Note or otherwise.

Repurchase Option. In (i) If Purchaser voluntarily terminates his employment relationship with the event Purchaser ceases to be ----------------- "employed by Company or if the Company" Company terminates Purchaser's employment relationship with the Company for Cause (as defined herein) for any reason, with or without cause (including death, disability or voluntary resignationbelow), the Company shall, shall upon the date of such termination, termination (the "Termination Date") have an ---------------- irrevocable, exclusive option (the "Repurchase Option") for a period of 90 60 days ----------------- from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share share specified in Section 1. For purposes of this Agreement1 (adjusted for any stock splits, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company stock dividends and the effective date on which Purchaser's employment terminated. like). (ii) The option Repurchase Option shall be exercised by the Company by written notice to Purchaser or his Purchaser's executor and, at the Company's option, (iA) by delivery to the Purchaser or his Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent . (100%iii) 75% of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th 1/48 of the total number of Shares shall be released from the repurchase option Repurchase Option on the first each monthly anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase optionRepurchase Option. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing: (A) If the Company terminates Purchaser's employment with the Company other than for Cause, then 121,875 of the Shares (which amount is 1/8 of the total number of Shares) that are subject to the Repurchase Option as of such date shall be immediately released from the Repurchase Option on the effective date of such termination in addition to any Shares previously released from the Repurchase Option as of such date in accordance with the second sentence of this Section 3(a)(iii). (B) In the event of a Change of Control (as defined below) and (a) Purchaser is not offered a position with similar responsibilities by the surviving corporation or (b) Purchaser's principal office after the Change of Control is located more than 50 miles form your residence, 100% of the Shares shall be released from the Repurchase Option on the effective date of the transaction. (iv) The following terms referred to in this Section 3 shall have the following meanings:

Repurchase Option. (a) In the event Purchaser ceases of a Separation, the Purchased Securities (whether vested or unvested and whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to be ----------------- "employed repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company" , then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (as defined hereinb) for any reason, with or without cause (including death, disability or voluntary resignation)In the event of a Separation, the Company shall(with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, upon but not less than all, of the date Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such termination, have an irrevocable, exclusive option for securities within a period of 90 days from after the Separation Date (such termination period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date to repurchase that is 18 months after the date hereof and, for all or any portion of the Shares held by Purchaser as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, Purchaser if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will be considered set forth the number of units of each class to be "employed by acquired from each holder, the Company" if aggregate consideration to be paid for such units and the Board of Directors time and place for the closing of the transaction. (c) If for any reason the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor does not elect to purchase all of the Purchased Securities pursuant to the CompanyRepurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). In case As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any dispute Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to whether Purchaser the number of units of each class each Investor is employed by the Companyentitled to purchase, the Board of Directors aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company will have discretion delivers the Investor Repurchase Notice to determine whether Purchaser has ceased the holder(s) of Purchased Securities, the Company shall also deliver written notice to be employed each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company and in the effective applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date on which Purchaser's employment terminatedshall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The option shall be exercised by Company and each Investor, as the Company by written notice to Purchaser or his executor andcase may be, at the Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check in the amount of will pay the purchase price for the Shares being purchased, or (ii) in the event the Purchaser is indebted Purchased Securities to be purchased by it pursuant to the CompanyRepurchase Option by check(s) or wire transfer(s) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such sale. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, by cancellation by and with respect to all Purchased Securities upon the Company consummation of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment Sale of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. (a) The termination of the Grantee’s Continuous Service with the Company either by Grantee for any reason or by the Company for Cause shall be a “Triggering Event.” In the event Purchaser ceases to be ----------------- "employed by the Company" (as defined herein) for any reason, with or without cause (including death, disability or voluntary resignation)that a Triggering Event occurs, the Company shall, upon from the date of such terminationtermination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option (the “Repurchase Option”) for a period of 90 days from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date which have that are not yet been released from vested under the Company's repurchase option at vesting schedule set forth on Exhibit A hereto (the original purchase price per Share specified in Section 1“Unvested Shares”) for no additional consideration. For purposes of this AgreementIn addition, Purchaser will be considered to be "employed by the Company" if the Board Triggering Event is a termination of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed Grantee’s Continuous Service by the Company and for Cause, then the effective date Repurchase Option will also include an option to purchase any of the Shares that are vested under the vesting schedule set forth on which Purchaser's employment terminatedExhibit A for no additional consideration. The option In the event the Company elects to exercise the Repurchase Option, it shall be exercised by the Company by written notice to Purchaser or his executor andthe Grantee, at which notice shall specify the number of Shares and the time (not later than 30 days from the date of the Company's option, (i’s notice) by delivery to and place for the Purchaser or his executor with such notice of a check in the amount closing of the purchase price for repurchase of the Shares being purchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase priceShares. Upon delivery of such notice and payment of the purchase price in any of accordance with the ways described aboveterms herewith, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest interests therein or related relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company. (b) Whenever the Company shall have the right to repurchase Shares hereunder, without further action by Purchaser. One hundred percent (100%) the Company’s board of directors may designate and assign to one or more assignees the right to exercise all or part of the Shares purchased by Purchaser shall initially be subject to the Company's ’s repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option rights under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior Agreement to the date purchase all or a part of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole shareShares.

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by of the Company" (as defined herein) voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), with or without cause (including death, disability or voluntary resignation)cause, the Company shall, shall upon the date of such termination, termination (the "Termination Date") have an irrevocable, exclusive option (the ---------------- "Repurchase Option") for a period of 90 60 days from such termination date to repurchase all ----------------- or any portion of the Unvested Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share specified in Section 1. For purposes of this Agreement1 (adjusted for any stock splits, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company stock dividends and the effective date on which Purchaser's employment terminated. like). (ii) The option Repurchase Option shall be exercised by the Company by written notice to Purchaser or his Purchaser's executor and, at the Company's option, (iA) by delivery to the Purchaser or his Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. . (iii) One hundred percent (100%) of the Unvested Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of The Unvested Shares shall be released from the repurchase option Repurchase Option on the first anniversary of the Vesting Commencement Date (as set forth on in the signature page of this Option Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. (a) In the event Purchaser ceases to be ----------------- "employed by Purchaser’s relationship with the Company (or a parent or subsidiary of the Company" (as defined herein) terminates for any reason (including death or disability), or for no reason, with such that after such termination Purchaser is no longer providing services to the Company (or without cause a parent or subsidiary of the Company) as an employee, director, consultant or advisor (including death, disability or voluntary resignationa “Service Provider”), then the Company shall, upon the date of such termination, shall have an irrevocableirrevocable option (the “Repurchase Option”), exclusive option for a period of 90 ninety (90) days from such after said termination date to repurchase all from Purchaser or any portion Purchaser’s personal representative, as the case may be, at a price per share equal to the Purchase Price, up to but not exceeding the number of shares of Stock that have not vested in accordance with the Shares held by Purchaser provisions of Section 2(b) below as of such date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1termination date. For purposes of this Agreement, Purchaser will be considered to be "employed by the Company" if the Board of Directors The term of the Company determines that Purchaser is rendering substantial services Repurchase Option shall be extended to such longer period (1) as an officer, employee, consultant or independent contractor may be agreed to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company and the effective date on which Purchaser's employment terminated. The option shall be exercised , or (2) as needed to ensure the stock issued by the Company by written notice to does not lose its status as “qualified small business stock” under Section 1202 of the Code (as defined below). Purchaser hereby acknowledges that the Company has no obligation, either now or his executor and, at the Company's option, (i) by delivery to the Purchaser or his executor with such notice of a check in the amount of the purchase price for the Shares being purchasedfuture, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in repurchase any of the ways described aboveshares of Common Stock, the Company shall become the legal whether vested or unvested, at any time. (b) One Million Four Hundred and beneficial owner Twenty-Five Thousand (1,425,000) shares of the Shares being repurchased Stock (the “Option Shares”) shall initially be unvested and all rights and interest therein or related thereto, and subject to the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by PurchaserRepurchase Option. One hundred percent One-sixteenth (100%1/16th) of the Option Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Shares held by Purchaser shall vest and be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released Repurchase Option on a quarterly basis measured from the repurchase option on the first anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48th of until all the Shares originally purchased shall be Stock is released from the repurchase option Repurchase Option (provided in each month thereafter on case that Purchaser remains a Service Provider as of the Monthly Vesting Date date of such release). (c) In the event of a Change in Control, the Repurchase Option shall lapse and all shares of Stock subject to Repurchase Option shall immediately become fully vested. For purposes hereof, “Change in Control” shall mean (A) a sale or other disposition of all or substantially all (as set forth on determined by the signature page Board of this AgreementDirectors in its sole discretion) of the assets of the Company; or (B) a merger, consolidation or similar transaction in which the Company is not the surviving corporation (other than a transaction in which stockholders immediately before the transaction have, immediately after the transaction, at least a majority of the voting power of the surviving corporation); or (C) the consummation of a merger, until all Shares consolidation or similar transaction in which the Company is the surviving corporation but the shares of the Company’s Common Stock outstanding immediately preceding the transaction are released from converted by virtue of the repurchase option. Fractional shares shall be rounded transaction into other property, whether in the form of securities, cash or otherwise (other than a transaction in which stockholders immediately before the transaction have, immediately after the transaction, at least a majority of the voting power of the surviving corporation); or (D) any transaction or series of related transactions in which in excess of fifty percent (50%) of the Company’s voting power is transferred, other than the sale by the Company of stock in transactions the primary purpose of which is to raise capital for the nearest whole shareCompany’s operations and activities.

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by of the Company" (as defined herein) voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reasonreason (including death or disability), with or without cause (including death, disability or voluntary resignation)cause, the Company shall, shall upon the date of such termination, termination (the "Termination Date") have an irrevocable, exclusive option for a period of 90 days from such termination date ---------------- (the "Repurchase Option") to repurchase all or any portion of the Shares held by ----------------- Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option Repurchase Option at the original purchase price per Share specified in Section 1. For purposes of this Agreement1 (adjusted for any stock splits, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company stock dividends and the effective date on which Purchaser's employment terminated. like). (ii) The option Repurchase Option shall be exercised by the Company by written notice to Purchaser or his Purchaser's executor and, at the Company's option, (iA) by delivery to the Purchaser or his Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. . (iii) One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(aTwenty-five percent (25%) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option on the first anniversary vested as of the Vesting Commencement Date (as set forth on the signature page of this Agreement), ) and 1/48th 1/36 of the remaining Shares originally purchased shall vest and be released from the repurchase option Repurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release) each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all such Shares are released from the repurchase optionfully vested. Fractional shares shall be rounded to the nearest whole share. (iv) In the event of a Change in Control Transaction (as defined below), fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction, and the remaining fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction if and only if, within twelve (12) months of the consummation of such Change in Control Transaction, Purchaser's employment or consultancy, as the case may be, with the Company (or the Company's successor) is either terminated by the Company (or the Company's successor) other than for Cause (as defined below) or terminated by the Purchaser for Good Reason (as defined below). For purposes of this Agreement, "Cause" means fraud, misappropriation or embezzlement on the part of Purchaser which results in material loss, damage or injury to the Company (or the Company`s successor), the Purchaser's conviction of a felony involving moral turpitude, or the Purchaser's gross neglect of duties. For purposes of this Agreement, "Good Reason" means (A) a material reduction in compensation, (B) a relocation of the Purchaser's principal worksite to a location more than fifty (50) miles from the Purchaser's pre-Change of Control Transaction worksite or (C) a demotion or a material reduction in responsibilities or authority from Purchaser's pre-Change of Control Transaction position. For the purposes of this Agreement, a "Change in Control Transaction" shall mean (i) the direct or indirect sale of or exchange in a single series of related transactions by the shareholders of the Company of more than fifty percent (50%) of the voting stock of the Company, (ii) a merger or consolidation in which the Company is a party or (iii) the sale, exchange or transfer of all or substantially all of the assets of the Company, in each case wherein the shareholders of the Company immediately before such transaction or single series of related transactions do not retain immediately after such transaction or single series of related transactions, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before such transaction or single series of related transactions, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred, as the case may be.

Repurchase Option. (i) In the event Purchaser ceases to be ----------------- "employed by of the Company" (as defined herein) voluntary or involuntary termination of Purchaser’s Continuous Service Status for any reasonreason (including death or Disability), with or without cause (including death, disability or voluntary resignation)cause, the Company shall, shall upon the date of such termination, termination (the “Termination Date”) have an irrevocable, exclusive option (the “Repurchase Option”) for a period of 90 days months from such termination date to repurchase all or any portion of the Shares held by Purchaser as of such date the Termination Date which have not yet been released from the Company's repurchase option ’s Repurchase Option at the original purchase price per Share specified in Section 1. For purposes of this Agreement1 (adjusted for any stock splits, Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be employed by the Company stock dividends and the effective date on which Purchaser's employment terminated. like). (ii) The option Repurchase Option shall be exercised by the Company by written notice at any time within months following the Termination Date to Purchaser or his Purchaser’s executor and, at the Company's ’s option, (iA) by delivery to the Purchaser or his Purchaser’s executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (iiB) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iiiC) by a combination of (iA) and (iiB) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent . (100%iii) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option as set forth aboveRepurchase Option. Thereafter, the Shares held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the total number of Shares shall be released from the repurchase option Repurchase Option on the first anniversary , and an additional of the Vesting Commencement Date (as set forth on the signature page total number of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option Repurchase Option on the day of each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement)thereafter, until all Shares are released from the repurchase optionRepurchase Option; provided, however, that such scheduled releases from the Repurchase Option shall immediately cease as of the Termination Date. Fractional shares shall be rounded to the nearest whole share.