Common use of Effect of Certain Transactions Clause in Contracts

Effect of Certain Transactions. Notwithstanding anything to contrary in this Option Agreement, in the event that the Optionee has entered into a nondisclosure, invention and/or non-competition agreement with the Company, either separately or as part of an employment agreement, and the Optionee breaches any such agreement, the Optionee shall forfeit all of Number of Option Shares granted pursuant to this Option Agreement, whether or not vested or exercisable. INTERSEARCH GROUP, INC. By: The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement and hereby accepts the Option Agreement subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors of the Company made in good faith upon any questions arising under this Option Agreement. The undersigned hereby acknowledges receipt of a copy of the Plan. Date: [Name of Optionee] InterSearch Group, Inc. _______________________ _______________________ Attn: President Re: Exercise of Incentive Stock Option Dear Sirs: Pursuant to the terms and conditions of the Incentive Stock Option Agreement dated as of , 200 (the “Agreement”), between (“Optionee”) and InterSearch Group, Inc. (the “Company”), Optionee hereby agrees to purchase shares (the “Shares”) of the Stock of the Company and tender payment in full for such shares in accordance with the terms of the Agreement. The Shares are being issued to Optionee in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “1933 Act”). In connection with such purchase, Optionee represents, warrants and agrees as follows: 1. The Shares are being purchased for the Optionee’s own account and not for the account of any other person, with the intent of holding the Shares for investment and not with the intent of participating, directly or indirectly, in a distribution or resale of the Shares or any portion thereof. 2. The Optionee is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares, but rather upon independent examination and judgment as to the prospects of the Company. 3. The Optionee has had complete access to and the opportunity to review all material documents related to the business of the Company, has examined all such documents as the Optionee desired, is familiar with the business and affairs of the Company and realizes that any purchase of the Shares is a speculative investment and that any possible profit therefrom is uncertain. 4. The Optionee has had the opportunity to ask questions of and receive answers from the Company and its executive officers and to obtain all information necessary for the Optionee to make an informed decision with respect to the investment in the Company represented by the Shares. 5. The Optionee is able to bear the economic risk of any investment in the Shares, including the risk of a complete loss of the investment, and the Optionee acknowledges that he or she may need to continue to bear the economic risk of the investment in the Shares for an indefinite period. 6. The Optionee understands and agrees that the Shares are being issued and sold to the Optionee without registration under any state or federal laws relating to the registration of securities, in reliance upon exemptions from registration under appropriate state and federal laws based in part upon the representations of the Optionee made herein. 7. The Company is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares by the Optionee without registration, and the Company is under no obligation to act in any manner so as to make Rule 144 promulgated under the 1933 Act available with respect to any sale of the Shares by the Optionee. 8. The Optionee has not relied upon the Company or an employee or agent of the Company with respect to any tax consequences related to exercise of this Option or the disposition of the Shares. The Optionee assumes full responsibility for all such tax consequences and the filing of all tax returns and elections the Optionee may be required to or find desirable to file in connection therewith.

Effect of Certain Transactions. Notwithstanding anything to the contrary in this Option Agreement, in the event that the Optionee has entered into a confidentiality, nondisclosure, invention and/or non-competition agreement with the Company, either separately or as part of an employment agreement, Company and the Optionee breaches any is determined, in the reasonable judgment of the Board, to have materially breached such agreement, the Optionee shall forfeit all any shares acquired pursuant to this Option and 100% of Number of this Option Shares granted pursuant to this Option Agreement, whether or not vested or exercisable. INTERSEARCH GROUP, INC. By: /s/ Bxxxx X. Xxxxx Name: Bxxxx X. Xxxxx Title: President & CEO The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement Agreement, including the right of first refusal set forth in the Plan, and hereby accepts the this Option Agreement subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors of the Company made in good faith upon any questions arising under this Option Agreement. The undersigned hereby acknowledges receipt of a copy of the Plan. DateDated: 2/1/2014 Cxxxx Xxxxxxx Optionee Signature Cxxxx Xxxxxxx Optionee Printed Name [insert Name of OptioneeCompany] InterSearch Group, Inc. Attn: _________________________ ______________________________ Attn: President ______________________________ Re: Exercise of Incentive Stock Option Dear SirsSir or Madam: Pursuant to the terms and conditions of the Incentive Stock Option Agreement dated as of , 200 ________________ (the “Agreement”), by and between ________________________ (“Optionee”) and InterSearch Group, Inc. [insert Name of Company] (the “Company”), Optionee hereby agrees to purchase _________ shares (the “Shares”) of the Common Stock of the Company and tender tenders payment in full for such shares in accordance with the terms of the Agreement. The Shares are being issued to Optionee in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “1933 Act”). In connection with such purchase, Optionee represents, warrants and agrees as follows: 1. The Shares are being purchased for the Optionee’s own account and not for the account of any other person, with the intent of holding the Shares for investment and not with the intent of participating, directly or indirectly, in a distribution or resale of the Shares or any portion thereof. 2. The Optionee is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares, but rather upon independent examination and judgment as to the prospects of the Company. 3. The Optionee has had complete access to and the opportunity to review all material documents related to the business of the Company, has examined all such documents as the Optionee desired, is familiar with the business and affairs of the Company and realizes that any purchase of the Shares is a speculative investment and that any possible profit therefrom is uncertain. 4. The Optionee has had the opportunity to ask questions of and receive answers from the Company and its executive officers and to obtain all information necessary for the Optionee to make an informed decision with respect to the investment in the Company represented by the Shares. 5. The Optionee is able to bear the economic risk of any investment in the Shares, including the risk of a complete loss of the investment, and the Optionee acknowledges that he or she may need to continue to bear the economic risk of the investment in the Shares for an indefinite period. 6. The Optionee understands and agrees that the Shares are being issued and sold to the Optionee without registration under any state or federal laws relating to the registration of securities, in reliance upon exemptions from registration under appropriate state and federal laws based in part upon the representations of the Optionee made herein. 7. The Company is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares by the Optionee without registration, and the Company is under no obligation to act in any manner so as to make Rule 144 promulgated under the 1933 Act available with respect to any sale of the Shares by the Optionee. 8. The Optionee has not relied upon the Company or an employee or agent of the Company with respect to any tax consequences related to exercise of this Option or the disposition of the Shares. The Optionee assumes full responsibility for all such tax consequences and the filing of all tax returns and elections the Optionee may be required to or find desirable to file in connection therewith.

Effect of Certain Transactions. Notwithstanding anything to the contrary in this Option Agreement, in the event that the Optionee has entered into a confidentiality, nondisclosure, invention and/or non-competition agreement with the Company, either separately or as part of an employment agreement, Company and the Optionee breaches any is determined, in the reasonable judgment of the Board, to have materially breached such agreement, the Optionee shall forfeit all any shares acquired pursuant to this Option and 100% of Number of this Option Shares granted pursuant to this Option Agreement, whether or not vested or exercisable. INTERSEARCH GROUP, INC. By: ____________________________________ Name: ____________________________________ Title: ____________________________________ The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement Agreement, including the right of first refusal set forth in the Plan, and hereby accepts the this Option Agreement subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors of the Company made in good faith upon any questions arising under this Option Agreement. The undersigned hereby acknowledges receipt of a copy of the Plan. DateDated: [________________ ________________________________ Optionee Signature ________________________________ Optionee Printed Name of Optionee] InterSearch Group, Groundfloor Finance Inc. Attn: Chief Executive Officer ______________________________ ______________________________ Attn: President Re: Exercise of Incentive Stock Option Dear SirsSir or Madam: Pursuant to the terms and conditions of the Incentive Stock Option Agreement dated as of , 200 ________________ (the “Agreement”), by and between ________________________ (“Optionee”) and InterSearch Group, Groundfloor Finance Inc. (the “Company”), Optionee hereby agrees to purchase _________ shares (the “Shares”) of the Common Stock of the Company and tender tenders payment in full for such shares in accordance with the terms of the Agreement. The Shares are being issued to Optionee in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “1933 Act”). In connection with such purchase, Optionee represents, warrants and agrees as follows: 1. The Shares are being purchased for the Optionee’s own account and not for the account of any other person, with the intent of holding the Shares for investment and not with the intent of participating, directly or indirectly, in a distribution or resale of the Shares or any portion thereof. 2. The Optionee is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares, but rather upon independent examination and judgment as to the prospects of the Company. 3. The Optionee has had complete access to and the opportunity to review all material documents related to the business of the Company, has examined all such documents as the Optionee desired, is familiar with the business and affairs of the Company and realizes that any purchase of the Shares is a speculative investment and that any possible profit therefrom is uncertain. 4. The Optionee has had the opportunity to ask questions of and receive answers from the Company and its executive officers and to obtain all information necessary for the Optionee to make an informed decision with respect to the investment in the Company represented by the Shares. 5. The Optionee is able to bear the economic risk of any investment in the Shares, including the risk of a complete loss of the investment, and the Optionee acknowledges that he or she may need to continue to bear the economic risk of the investment in the Shares for an indefinite period. 6. The Optionee understands and agrees that the Shares are being issued and sold to the Optionee without registration under any state or federal laws relating to the registration of securities, in reliance upon exemptions from registration under appropriate state and federal laws based in part upon the representations of the Optionee made herein. 7. The Company is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares by the Optionee without registration, and the Company is under no obligation to act in any manner so as to make Rule 144 promulgated under the 1933 Act available with respect to any sale of the Shares by the Optionee. 8. The Optionee has not relied upon the Company or an employee or agent of the Company with respect to any tax consequences related to exercise of this Option or the disposition of the Shares. The Optionee assumes full responsibility for all such tax consequences and the filing of all tax returns and elections the Optionee may be required to or find desirable to file in connection therewith.

Effect of Certain Transactions. Notwithstanding anything to the contrary in this Option Agreement, in the event that the Optionee has entered into a confidentiality, nondisclosure, invention and/or non-competition agreement with the Company, either separately or as part of an employment agreement, Company and the Optionee breaches any is determined, in the reasonable judgment of the Board, to have materially breached such agreement, the Optionee shall forfeit all any Shares acquired pursuant to the Option and 100% of Number of the Option Shares granted pursuant to this Option Agreement, whether or not vested or exercisable. INTERSEARCH GROUP, INCvested. By: ____________________________________ Xxxxxxx X. Xxxxxx Chief Financial Officer The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement and hereby accepts the Option Agreement subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors of the Company made in good faith upon any questions arising under this Option Agreement. The undersigned hereby acknowledges receipt of a copy of the Plan. Date: [Name of Optionee] InterSearch Group, Inc. _________________________ ______________________________ Date: _____________________ Attn: President Chief Financial Officer Re: Exercise of Incentive Nonqualified Stock Option Dear Sirs: Pursuant to the terms and conditions of the Incentive Nonqualified Stock Option Agreement dated as of , 200 __________201X (the “Agreement”), between __________ (“Optionee”) and InterSearch GroupAerie Pharmaceuticals, Inc. Inc., a Delaware corporation (the “Company”), Optionee hereby agrees to purchase __________ shares (the “Shares”) of the Common Stock of the Company and tender tenders payment in full for such shares in accordance with the terms of the Agreement. The Shares are being issued to Optionee in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “1933 Act”). In connection with such purchase, Optionee represents, warrants and agrees as follows: 1. The Shares are being purchased for the Optionee’s own account and not for the account of any other person, with the intent of holding the Shares for investment and not with the intent of participating, directly or indirectly, in a distribution or resale of the Shares or any portion thereof. 2. The Optionee is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares, but rather upon independent examination and judgment as to the prospects of the Company. 3. The Optionee has had complete access to and the opportunity to review all material documents related to the business of the Company, has examined all such documents as the Optionee desired, is familiar with the business and affairs of the Company and realizes that any purchase of the Shares is a speculative investment and that any possible profit therefrom is uncertain. 4. The Optionee has had the opportunity to ask questions of and receive answers from the Company and its executive officers and to obtain all information necessary for the Optionee to make an informed decision with respect to the investment in the Company represented by the Shares. 5. The Optionee is able to bear the economic risk of any investment in the Shares, including the risk of a complete loss of the investment, and the Optionee acknowledges that he or she may need to continue to bear the economic risk of the investment in the Shares for an indefinite period. 6. The Optionee understands and agrees that the Shares are being issued and sold to the Optionee without registration under any state or federal laws relating to the registration of securities, in reliance upon exemptions from registration under appropriate state and federal laws based in part upon the representations of the Optionee made herein. 7. The Company is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares by the Optionee without registration, and the Company is under no obligation to act in any manner so as to make Rule 144 promulgated under the 1933 Act available with respect to any sale of the Shares by the Optionee. 87. The Optionee has not relied upon the Company or an employee or agent of the Company with respect to any tax consequences related to exercise of this Option or the disposition of the Shares. The Optionee assumes full responsibility for all such tax consequences and the filing of all tax returns and elections the Optionee may be required to or find desirable to file in connection therewith.

Effect of Certain Transactions. Notwithstanding anything to the contrary in this Option Agreement, in the event that the Optionee has entered into a confidentiality, nondisclosure, invention and/or non-competition agreement with the Company, either separately or as part of an employment agreement, Company and the Optionee breaches any is determined, in the reasonable judgment of the Board, to have materially breached such agreement, the Optionee shall forfeit all any shares acquired pursuant to this Option and 100% of Number of this Option Shares granted pursuant to this Option Agreement, whether or not vested or exercisable. INTERSEARCH GROUP, INC. By: /s/Bxxxx X. Xxxxx Name: Bxxxx Xxxxx Title: President & CEO The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement Agreement, including the right of first refusal set forth in the Plan, and hereby accepts the this Option Agreement subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors of the Company made in good faith upon any questions arising under this Option Agreement. The undersigned hereby acknowledges receipt of a copy of the Plan. DateDated: [July 16, 2015____________ Optionee Signature Rxxxxxx Xxxxx Optionee Printed Name of Optionee] InterSearch Group, GROUNDFLOOR Finance Inc. Attn: Chief Executive Officer _______________________________ _______________________________ Attn: President Re: Exercise of Incentive Nonqualified Stock Option Dear SirsSir or Madam: Pursuant to the terms and conditions of the Incentive Nonqualified Stock Option Agreement dated as of , 200 ______________ (the “Agreement”), by and between ____________________ (“Optionee”) and InterSearch Group, GROUNDFLOOR Finance Inc. (the “Company”), Optionee hereby agrees to purchase ___________ shares (the “Shares”) of the Common Stock of the Company and tender tenders payment in full for such shares in accordance with the terms of the Agreement. The Shares are being issued to Optionee in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “1933 Act”). In connection with such purchase, Optionee represents, warrants and agrees as follows: 1. The Shares are being purchased for the Optionee’s own account and not for the account of any other person, with the intent of holding the Shares for investment and not with the intent of participating, directly or indirectly, in a distribution or resale of the Shares or any portion thereof. 2. The Optionee is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares, but rather upon independent examination and judgment as to the prospects of the Company. 3. The Optionee has had complete access to and the opportunity to review all material documents related to the business of the Company, has examined all such documents as the Optionee desired, is familiar with the business and affairs of the Company and realizes that any purchase of the Shares is a speculative investment and that any possible profit therefrom is uncertain. 4. The Optionee has had the opportunity to ask questions of and receive answers from the Company and its executive officers and to obtain all information necessary for the Optionee to make an informed decision with respect to the investment in the Company represented by the Shares. 5. The Optionee is able to bear the economic risk of any investment in the Shares, including the risk of a complete loss of the investment, and the Optionee acknowledges that he or she may need to continue to bear the economic risk of the investment in the Shares for an indefinite period. 6. The Optionee understands and agrees that the Shares are being issued and sold to the Optionee without registration under any state or federal laws relating to the registration of securities, in reliance upon exemptions from registration under appropriate state and federal laws based in part upon the representations of the Optionee made herein. 7. The Company is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares by the Optionee without registration, and the Company is under no obligation to act in any manner so as to make Rule 144 promulgated under the 1933 Act available with respect to any sale of the Shares by the Optionee. 8. The Optionee has not relied upon the Company or an employee or agent of the Company with respect to any tax consequences related to exercise of this Option or the disposition of the Shares. The Optionee assumes full responsibility for all such tax consequences and the filing of all tax returns and elections the Optionee may be required to or find desirable to file in connection therewith.

Effect of Certain Transactions. Notwithstanding anything to the contrary in this Option Agreement, in the event that the Optionee has entered into a confidentiality, nondisclosure, invention and/or non-competition agreement with the Company, either separately or as part of an employment agreement, Company and the Optionee breaches any is determined, in the reasonable judgment of the Board, to have materially breached such agreement, the Optionee shall forfeit all any shares acquired pursuant to this Option and 100% of Number of this Option Shares granted pursuant to this Option Agreement, whether or not vested or exercisable. INTERSEARCH GROUP, INC. By: /s/ Bxxxx X. Xxxxx Name: Bxxxx Xxxxx Title: President & CEO The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement Agreement, including the right of first refusal set forth in the Plan, and hereby accepts the this Option Agreement subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors of the Company made in good faith upon any questions arising under this Option Agreement. The undersigned hereby acknowledges receipt of a copy of the Plan. DateDated: [10/1/2014 /s/ Jxxxx Xxxx Optionee Signature Jxxxx Xxxx Optionee Printed Name of Optionee] InterSearch Group, Groundfloor Finance Inc. Attn: _________________________ ______________________________ Attn: President ______________________________ Re: Exercise of Incentive Stock Option Dear SirsSir or Madam: Pursuant to the terms and conditions of the Incentive Stock Option Agreement dated as of , 200 ________________ (the “Agreement”), by and between ________________________ (“Optionee”) and InterSearch Group, Groundfloor Finance Inc. (the “Company”), Optionee hereby agrees to purchase _________ shares (the “Shares”) of the Common Stock of the Company and tender tenders payment in full for such shares in accordance with the terms of the Agreement. The Shares are being issued to Optionee in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “1933 Act”). In connection with such purchase, Optionee represents, warrants and agrees as follows: 1. The Shares are being purchased for the Optionee’s own account and not for the account of any other person, with the intent of holding the Shares for investment and not with the intent of participating, directly or indirectly, in a distribution or resale of the Shares or any portion thereof. 2. The Optionee is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares, but rather upon independent examination and judgment as to the prospects of the Company. 3. The Optionee has had complete access to and the opportunity to review all material documents related to the business of the Company, has examined all such documents as the Optionee desired, is familiar with the business and affairs of the Company and realizes that any purchase of the Shares is a speculative investment and that any possible profit therefrom is uncertain. 4. The Optionee has had the opportunity to ask questions of and receive answers from the Company and its executive officers and to obtain all information necessary for the Optionee to make an informed decision with respect to the investment in the Company represented by the Shares. 5. The Optionee is able to bear the economic risk of any investment in the Shares, including the risk of a complete loss of the investment, and the Optionee acknowledges that he or she may need to continue to bear the economic risk of the investment in the Shares for an indefinite period. 6. The Optionee understands and agrees that the Shares are being issued and sold to the Optionee without registration under any state or federal laws relating to the registration of securities, in reliance upon exemptions from registration under appropriate state and federal laws based in part upon the representations of the Optionee made herein. 7. The Company is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares by the Optionee without registration, and the Company is under no obligation to act in any manner so as to make Rule 144 promulgated under the 1933 Act available with respect to any sale of the Shares by the Optionee. 8. The Optionee has not relied upon the Company or an employee or agent of the Company with respect to any tax consequences related to exercise of this Option or the disposition of the Shares. The Optionee assumes full responsibility for all such tax consequences and the filing of all tax returns and elections the Optionee may be required to or find desirable to file in connection therewith.

Effect of Certain Transactions. Notwithstanding anything to contrary in this Option Agreement, in the event that the Optionee has entered into a nondisclosure, invention and/or non-competition agreement with the Company, either separately or as part of an employment agreement, and the Optionee breaches any such agreement, the Optionee shall forfeit all of Number of Option Shares granted pursuant to this Option Agreement, whether or not vested or exercisable. INTERSEARCH GROUPACCENTIA, INC. By: /s/ Fxxxx X. X’Xxxxxxx, Xx. Fxxxx X. X’Xxxxxxx, Xx., M.D. Chairman The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement Agreement, including the Right of First Refusal set forth in Paragraph 11, and hereby accepts the Option Agreement subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors of the Company made in good faith upon any questions arising under this Option Agreement. The undersigned hereby acknowledges receipt of a copy of the Plan. Date: [Name of Optionee] InterSearch GroupAccentia, Inc. _______________________ _______________________ Attn: President Re: Exercise of Incentive Stock Option Dear Sirs: Pursuant to the terms and conditions of the Incentive Stock Option Agreement dated as of April 10, 200 2003 (the “Agreement”), between (“Optionee”) and InterSearch GroupAccentia, Inc. (the “Company”), Optionee hereby agrees to purchase shares (the “Shares”) of the Series D Convertible Preferred Stock of the Company and tender payment in full for such shares in accordance with the terms of the Agreement. The Shares are being issued to Optionee in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “1933 Act”). In connection with such purchase, Optionee represents, warrants and agrees as follows: 1. The Shares are being purchased for the Optionee’s own account and not for the account of any other person, with the intent of holding the Shares for investment and not with the intent of participating, directly or indirectly, in a distribution or resale of the Shares or any portion thereof. 2. The Optionee is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares, but rather upon independent examination and judgment as to the prospects of the Company. 3. The Optionee has had complete access to and the opportunity to review all material documents related to the business of the Company, has examined all such documents as the Optionee desired, is familiar with the business and affairs of the Company and realizes that any purchase of the Shares is a speculative investment and that any possible profit therefrom is uncertain. 4. The Optionee has had the opportunity to ask questions of and receive answers from the Company and its executive officers and to obtain all information necessary for the Optionee to make an informed decision with respect to the investment investment, in the Company represented by the Shares. 5. The Optionee is able to bear the economic risk of any investment in the Shares, including the risk of a complete loss of the investment, and the Optionee acknowledges that he or she may need to continue to bear the economic risk of the investment in the Shares for an indefinite period. 6. The Optionee understands and agrees that the Shares are being issued and sold to the Optionee without registration under any state or federal laws relating to the registration of securities, in reliance upon exemptions from registration under appropriate state and federal laws based in part upon the representations of the Optionee made herein. 7. The Company is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares by the Optionee without registration, and the Company is under no obligation to act in any manner so as to make Rule 144 promulgated under the 1933 Act available with respect to any sale of the Shares by the Optionee. 8. The Optionee has not relied upon the Company or an employee or agent of the Company with respect to any tax consequences related to exercise of this Option or the disposition of the Shares. The Optionee assumes full responsibility for all such tax consequences and the filing of all tax returns and elections the Optionee may be required to or find desirable to file in connection therewith.

Effect of Certain Transactions. (a) In the case of a Sale Event, this Stock Option shall terminate upon the effective time of such Sale Event unless provision is made in connection with such transaction, in the sole discretion of the parties thereto, for the continuation or assumption of this Stock Option heretofore granted, or the substitution of this Stock Option with a new Stock Option of the successor entity or a parent thereof, with such adjustment to the number and kind of shares and the per share exercise prices as such parties shall agree. In the event of such a termination, the Optionee shall be permitted, for a specified period of time prior to the consummation of the Sale Event as determined by the Committee, to exercise all portions of the Stock Option which are then exercisable. (b) Notwithstanding anything to the contrary in this Option AgreementAgreement or in the Plan, in the event that the Optionee has entered into of a nondisclosure, invention and/or non-competition agreement with the Company, either separately or as part of an employment agreement, and the Optionee breaches any such agreement, the Optionee shall forfeit all of Number of Option Shares granted Sale Event pursuant to this Option Agreement, whether or not vested or exercisable. INTERSEARCH GROUP, INC. By: The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement and hereby accepts the Option Agreement subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors of the Company made in good faith upon any questions arising under this Option Agreement. The undersigned hereby acknowledges receipt of a copy of the Plan. Date: [Name of Optionee] InterSearch Group, Inc. _______________________ _______________________ Attn: President Re: Exercise of Incentive Stock Option Dear Sirs: Pursuant to the terms and conditions of the Incentive Stock Option Agreement dated as of , 200 (the “Agreement”), between (“Optionee”) and InterSearch Group, Inc. (the “Company”), Optionee hereby agrees to purchase shares (the “Shares”) which holders of the Stock of the Company will receive upon consummation thereof solely a cash payment for each share surrendered in the Sale Event, the Company shall have the right, but not the obligation, (i) to make or provide for a cash payment to the Optionee in respect of vested Options having an exercise price less than the cash payable per share of Stock pursuant to the Sale Event (the “Sale Price”), in exchange for the cancellation thereof, an amount equal to the difference between (A) the Sale Price times the number of shares of Stock subject to such outstanding vested Options and tender (B) the aggregate exercise price of all such outstanding vested Options (such difference, the “Spread”) and (ii) provided that the Optionee agrees to the restriction contained in the next sentence, to make or provide for a cash payment to the Optionee in full respect of unvested Options having an exercise price less than the Sale Price, in exchange for the cancellation thereof, an amount equal to the Spread on such shares in accordance unvested Options (the “Unvested Spread”). The Optionee shall be entitled to receive the Unvested Spread only if he enters into an agreement with the Company providing that the Unvested Spread shall be payble only as follows: (1) if the Optionee’s Service Relationship does not terminate prior to the next date on which all or any portion of the applicable unvested Options would have vested pursuant to the terms of this Agreement without regard to the Agreement. The Shares are being issued to Optionee in provisions of this Section 6(b)(ii) (such date and each such date thereafter, a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “1933 ActVesting Date”). In connection with , that portion of the Unvested Spread that is attributable to the unvested Options that would have vested on such purchaseVesting Date shall be paid to the Optionee on such Vesting Date, Optionee represents, warrants and agrees as follows: 1. The Shares are being purchased for (2) if the Optionee’s own account and not Service Relationship is terminated by the Company without Cause or by the Optionee for the account of Good Reason, any other person, with the intent of holding the Shares for investment and not with the intent of participating, directly or indirectly, in a distribution or resale remaining unpaid portion of the Shares or any portion thereof. 2. The Optionee is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares, but rather upon independent examination and judgment as to the prospects of the Company. 3. The Optionee has had complete access to and the opportunity to review all material documents related to the business of the Company, has examined all such documents as the Optionee desired, is familiar with the business and affairs of the Company and realizes that any purchase of the Shares is a speculative investment and that any possible profit therefrom is uncertain. 4. The Optionee has had the opportunity to ask questions of and receive answers from the Company and its executive officers and to obtain all information necessary for the Optionee to make an informed decision with respect to the investment in the Company represented by the Shares. 5. The Optionee is able to bear the economic risk of any investment in the Shares, including the risk of a complete loss of the investment, and the Optionee acknowledges that he or she may need to continue to bear the economic risk of the investment in the Shares for an indefinite period. 6. The Optionee understands and agrees that the Shares are being issued and sold Unvested Spread shall be paid to the Optionee without registration under any state or federal laws relating to within ten (10) days of such termination and (3) if the registration of securitiesOptionee’s Service Relationship is terminated by the Company for Cause, in reliance upon exemptions from registration under appropriate state and federal laws based in part upon the representations of the Optionee made herein. 7. The Company is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares by the Optionee without registrationGood Reason, and the Company is under no obligation to act in any manner so as to make Rule 144 promulgated under the 1933 Act available with respect to any sale or by reason of the Shares by Optionee’s death or disability (as defined in Section 422(c) of the Code), or upon the Bankruptcy of the Optionee. 8. The Optionee has not relied upon the Company or an employee or agent of the Company with respect , no additional payment shall be made to any tax consequences related to exercise of this Option or the disposition of the Shares. The Optionee assumes full responsibility for all such tax consequences and the filing of all tax returns and elections the Optionee may be required to or find desirable to file in connection therewithafter the date of such termination.

Effect of Certain Transactions. Notwithstanding anything to the contrary in this Option Agreement, in the event that the Optionee has entered into a confidentiality, nondisclosure, invention and/or non-competition agreement with the Company, either separately or as part of an employment agreement, Company and the Optionee breaches any is determined, in the reasonable judgment of the Board, to have materially breached such agreement, the Optionee shall forfeit all any shares acquired pursuant to this Option and 100% of Number of this Option Shares granted pursuant to this Option Agreement, whether or not vested or exercisable. INTERSEARCH GROUP, INC. By: /s/ Bxxxx X. Xxxxx Name: Bxxxx Xxxxx Title: President & CEO The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement Agreement, including the right of first refusal set forth in the Plan, and hereby accepts the this Option Agreement subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors of the Company made in good faith upon any questions arising under this Option Agreement. The undersigned hereby acknowledges receipt of a copy of the Plan. DateDated: [June 23, 2015_________ /s/ Bxxxx Xxxxx Optionee Signature Bxxxx Xxxxx Optionee Printed Name of Optionee] InterSearch Group, GROUNDFLOOR Finance Inc. Attn: Chief Executive Officer _______________________________ _______________________________ Attn: President Re: Exercise of Incentive Nonqualified Stock Option Dear SirsSir or Madam: Pursuant to the terms and conditions of the Incentive Nonqualified Stock Option Agreement dated as of , 200 ______________ (the “Agreement”), by and between ____________________ (“Optionee”) and InterSearch Group, GROUNDFLOOR Finance Inc. (the “Company”), Optionee hereby agrees to purchase ___________ shares (the “Shares”) of the Common Stock of the Company and tender tenders payment in full for such shares in accordance with the terms of the Agreement. The Shares are being issued to Optionee in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “1933 Act”). In connection with such purchase, Optionee represents, warrants and agrees as follows: 1. The Shares are being purchased for the Optionee’s own account and not for the account of any other person, with the intent of holding the Shares for investment and not with the intent of participating, directly or indirectly, in a distribution or resale of the Shares or any portion thereof. 2. The Optionee is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares, but rather upon independent examination and judgment as to the prospects of the Company. 3. The Optionee has had complete access to and the opportunity to review all material documents related to the business of the Company, has examined all such documents as the Optionee desired, is familiar with the business and affairs of the Company and realizes that any purchase of the Shares is a speculative investment and that any possible profit therefrom is uncertain. 4. The Optionee has had the opportunity to ask questions of and receive answers from the Company and its executive officers and to obtain all information necessary for the Optionee to make an informed decision with respect to the investment in the Company represented by the Shares. 5. The Optionee is able to bear the economic risk of any investment in the Shares, including the risk of a complete loss of the investment, and the Optionee acknowledges that he or she may need to continue to bear the economic risk of the investment in the Shares for an indefinite period. 6. The Optionee understands and agrees that the Shares are being issued and sold to the Optionee without registration under any state or federal laws relating to the registration of securities, in reliance upon exemptions from registration under appropriate state and federal laws based in part upon the representations of the Optionee made herein. 7. The Company is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares by the Optionee without registration, and the Company is under no obligation to act in any manner so as to make Rule 144 promulgated under the 1933 Act available with respect to any sale of the Shares by the Optionee. 8. The Optionee has not relied upon the Company or an employee or agent of the Company with respect to any tax consequences related to exercise of this Option or the disposition of the Shares. The Optionee assumes full responsibility for all such tax consequences and the filing of all tax returns and elections the Optionee may be required to or find desirable to file in connection therewith.

Effect of Certain Transactions. Notwithstanding anything to contrary in ------------------------------ this Option Agreement, in the event that the Optionee has entered into a nondisclosure, invention and/or non-competition agreement with the Company, either separately or as part of an employment agreement, Company and the Optionee breaches any such agreement, the Optionee shall forfeit all 100% of Number of the Option Shares granted pursuant to this Option Agreement, whether or not vested or exercisable. INTERSEARCH GROUPLIPOMED, INC. By: :_____________________________ Xxxxxxx X. Xxxxxx President and Chief Executive Officer The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement Agreement, including the Right of First Refusal set forth in paragraph 11, and hereby accepts the Option Agreement subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors of the Company made in good faith upon any questions arising under this Option Agreement. The undersigned hereby acknowledges receipt of a copy of the Plan. Date: [Name of Optionee] InterSearch Group, Inc. :_________________________ ________________________________ Attn: President (Signature of Optionee) ________________________________ (Printed Name of Optionee) EXHIBIT A --------- LipoMed, Inc. 0000 Xxx Xxxx Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxx 00000 Re: Exercise of Incentive Stock Option Dear Sirs: Pursuant to the terms and conditions of the Incentive Stock Option Award Agreement dated as of , 200 __________,(the “"Agreement”"), between __________ (“"Optionee”") and InterSearch GroupLipoMed, Inc. (the “"Company”"), Optionee hereby agrees to purchase _____ shares (the “"Shares”") of the Common Stock of the Company and tender payment in full for such shares in accordance with the terms of the Agreement. The Shares are being issued to Optionee in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “"1933 Act”"). In connection with such purchase, Optionee represents, warrants and agrees as follows: 1. The Shares are being purchased for the Optionee’s 's own account and not for the account of any other person, with the intent of holding the Shares for investment and not with the intent of participating, directly or indirectly, in a distribution or resale of the Shares or any portion thereof. 2. The Optionee is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares, but rather upon independent examination and judgment as to the prospects of the Company. 3. The Optionee has had complete access to and the opportunity to review all material documents related to the business of the Company, has examined all such documents as the Optionee desired, is familiar with the business and affairs of the Company and realizes that any purchase of the Shares is a speculative investment and that any possible profit therefrom is uncertain. 4. The Optionee has had the opportunity to ask questions of and receive answers from the Company and its executive officers and to obtain all information necessary for the Optionee to make an informed decision with respect to the investment in the Company represented by the Shares. 5. The Optionee is able to bear the economic risk of any investment in the Shares, including the risk of a complete loss of the investment, and the Optionee acknowledges that he or she may need to continue to bear the economic risk of the investment in the Shares for an indefinite period. 6. The Optionee understands and agrees that the Shares are being issued and sold to the Optionee without registration under any state or federal laws relating to the registration of securities, in reliance upon exemptions from registration under appropriate state and federal laws based in part upon the representations of the Optionee made herein. 7. The Company is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares by the Optionee without registration, and the Company Corporation is under no obligation to act in any manner so as to make Rule 144 promulgated under the Securities Act of 1933 Act available with respect to any sale of the Shares by the Optionee. 8. The Optionee has not relied upon the Company or an employee or agent of the Company with respect to any tax consequences related to exercise of this Option or the disposition of the Shares. The Optionee assumes full responsibility for all such tax consequences and the filing of all tax returns and elections the Optionee may be required to or find desirable to file in connection therewith.

Effect of Certain Transactions. (a) In the case of a Sale Event, this Stock Option shall terminate upon the effective time of such Sale Event unless provision is made in connection with such transaction, in the sole discretion of the parties thereto, for the continuation or assumption of this Stock Option heretofore granted, or the substitution of this Stock Option with a new Stock Option of the successor entity or a parent thereof, with such adjustment to the number and kind of shares and the per share exercise prices as such parties shall agree. In the event of such a termination, the Optionee shall be permitted, for a specified period of time prior to the consummation of the Sale Event as determined by the Committee, to exercise all portions of the Stock Option which are then exercisable. (b) Notwithstanding anything to the contrary in this Option AgreementAgreement or in the Plan, in the event that the Optionee has entered into of a nondisclosure, invention and/or non-competition agreement with the Company, either separately or as part of an employment agreement, and the Optionee breaches any such agreement, the Optionee shall forfeit all of Number of Option Shares granted Sale Event pursuant to this Option Agreement, whether or not vested or exercisable. INTERSEARCH GROUP, INC. By: The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement and hereby accepts the Option Agreement subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors of the Company made in good faith upon any questions arising under this Option Agreement. The undersigned hereby acknowledges receipt of a copy of the Plan. Date: [Name of Optionee] InterSearch Group, Inc. _______________________ _______________________ Attn: President Re: Exercise of Incentive Stock Option Dear Sirs: Pursuant to the terms and conditions of the Incentive Stock Option Agreement dated as of , 200 (the “Agreement”), between (“Optionee”) and InterSearch Group, Inc. (the “Company”), Optionee hereby agrees to purchase shares (the “Shares”) which holders of the Stock of the Company will receive upon consummation thereof solely a cash payment for each share surrendered in the Sale Event, the Company shall have the right, but not the obligation, (i) to make or provide for a cash payment to the Optionee in respect of vested Options having an exercise price less than the cash payable per share of Stock pursuant to the Sale Event (the “Sale Price”), in exchange for the cancellation thereof, an amount equal to the difference between (A) the Sale Price times the number of shares of Stock subject to such outstanding vested Options and tender (B) the aggregate exercise price of all such outstanding vested Options (such difference, the “Spread”) and (ii) provided that the Optionee agrees to the restriction contained in the next sentence, to make or provide for a cash payment to the Optionee in full respect of unvested Options having an exercise price less than the Sale Price, in exchange for the cancellation thereof, in exchange for the cancellation thereof, an amount equal to the Spread on such shares in accordance unvested Options (the “Unvested Spread”). The Optionee shall be entitled to receive the Unvested Spread only if he enters into an agreement with the Company providing that the Unvested Spread shall be payable only as follows: (1) if the Optionee’s Service Relationship does not terminate prior to the next date on which all or any portion of the applicable unvested Options would have vested pursuant to the terms of this Agreement without regard to the Agreement. The Shares are being issued to Optionee in provisions of this Section 6(b)(ii) (such date and each such date thereafter, a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “1933 ActVesting Date”). In connection with , that portion of the Unvested Spread that is attributable to the unvested Options that would have vested on such purchaseVesting Date shall be paid to the Optionee on such Vesting Date, Optionee represents, warrants and agrees as follows: 1. The Shares are being purchased for (2) if the Optionee’s own account and not Service Relationship is terminated by the Company without Cause or by the Optionee for the account of Good Reason, any other person, with the intent of holding the Shares for investment and not with the intent of participating, directly or indirectly, in a distribution or resale remaining unpaid portion of the Shares or any portion thereof. 2. The Optionee is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares, but rather upon independent examination and judgment as to the prospects of the Company. 3. The Optionee has had complete access to and the opportunity to review all material documents related to the business of the Company, has examined all such documents as the Optionee desired, is familiar with the business and affairs of the Company and realizes that any purchase of the Shares is a speculative investment and that any possible profit therefrom is uncertain. 4. The Optionee has had the opportunity to ask questions of and receive answers from the Company and its executive officers and to obtain all information necessary for the Optionee to make an informed decision with respect to the investment in the Company represented by the Shares. 5. The Optionee is able to bear the economic risk of any investment in the Shares, including the risk of a complete loss of the investment, and the Optionee acknowledges that he or she may need to continue to bear the economic risk of the investment in the Shares for an indefinite period. 6. The Optionee understands and agrees that the Shares are being issued and sold Unvested Spread shall be paid to the Optionee without registration under any state or federal laws relating to within ten (10) days of such termination and (3) if the registration of securitiesOptionee’s Service Relationship is terminated by the Company for Cause, in reliance upon exemptions from registration under appropriate state and federal laws based in part upon the representations of the Optionee made herein. 7. The Company is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares by the Optionee without registrationGood Reason, and the Company is under no obligation to act in any manner so as to make Rule 144 promulgated under the 1933 Act available with respect to any sale or by reason of the Shares by Optionee’s death or disability (as defined in Section 422(c) of the Code), or upon the Bankruptcy of the Optionee. 8. The Optionee has not relied upon the Company or an employee or agent of the Company with respect , no additional payment shall be made to any tax consequences related to exercise of this Option or the disposition of the Shares. The Optionee assumes full responsibility for all such tax consequences and the filing of all tax returns and elections the Optionee may be required to or find desirable to file in connection therewithafter the date of such termination.

Effect of Certain Transactions. Notwithstanding anything to the contrary in this Option Agreement, in the event that the Optionee has entered into a confidentiality, nondisclosure, invention and/or non-competition agreement with the Company, either separately or as part of an employment agreement, Company and the Optionee breaches any is determined, in the reasonable judgment of the Board, to have materially breached such agreement, the Optionee shall forfeit all any shares acquired pursuant to this Option and 100% of Number of this Option Shares granted pursuant to this Option Agreement, whether or not vested or exercisable. INTERSEARCH GROUP, INC. By: ____________________________________ Name: ____________________________________ Title: ____________________________________ The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement Agreement, including the right of first refusal set forth in the Plan, and hereby accepts the this Option Agreement subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors of the Company made in good faith upon any questions arising under this Option Agreement. The undersigned hereby acknowledges receipt of a copy of the Plan. DateDated: [________________ ________________________________ Optionee Signature ________________________________ Optionee Printed Name of Optionee] InterSearch Group, Groundfloor Finance Inc. Attn: Chief Executive Officer _______________________________ _______________________________ Attn: President Re: Exercise of Incentive Nonqualified Stock Option Dear SirsSir or Madam: Pursuant to the terms and conditions of the Incentive Nonqualified Stock Option Agreement dated as of , 200 ______________ (the “Agreement”), by and between ____________________ (“Optionee”) and InterSearch Group, Groundfloor Finance Inc. (the “Company”), Optionee hereby agrees to purchase ___________ shares (the “Shares”) of the Common Stock of the Company and tender tenders payment in full for such shares in accordance with the terms of the Agreement. The Shares are being issued to Optionee in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “1933 Act”). In connection with such purchase, Optionee represents, warrants and agrees as follows: 1. The Shares are being purchased for the Optionee’s own account and not for the account of any other person, with the intent of holding the Shares for investment and not with the intent of participating, directly or indirectly, in a distribution or resale of the Shares or any portion thereof. 2. The Optionee is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares, but rather upon independent examination and judgment as to the prospects of the Company. 3. The Optionee has had complete access to and the opportunity to review all material documents related to the business of the Company, has examined all such documents as the Optionee desired, is familiar with the business and affairs of the Company and realizes that any purchase of the Shares is a speculative investment and that any possible profit therefrom is uncertain. 4. The Optionee has had the opportunity to ask questions of and receive answers from the Company and its executive officers and to obtain all information necessary for the Optionee to make an informed decision with respect to the investment in the Company represented by the Shares. 5. The Optionee is able to bear the economic risk of any investment in the Shares, including the risk of a complete loss of the investment, and the Optionee acknowledges that he or she may need to continue to bear the economic risk of the investment in the Shares for an indefinite period. 6. The Optionee understands and agrees that the Shares are being issued and sold to the Optionee without registration under any state or federal laws relating to the registration of securities, in reliance upon exemptions from registration under appropriate state and federal laws based in part upon the representations of the Optionee made herein. 7. The Company is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares by the Optionee without registration, and the Company is under no obligation to act in any manner so as to make Rule 144 promulgated under the 1933 Act available with respect to any sale of the Shares by the Optionee. 8. The Optionee has not relied upon the Company or an employee or agent of the Company with respect to any tax consequences related to exercise of this Option or the disposition of the Shares. The Optionee assumes full responsibility for all such tax consequences and the filing of all tax returns and elections the Optionee may be required to or find desirable to file in connection therewith.

Effect of Certain Transactions. Notwithstanding anything to the contrary in this Option Agreement, in the event that the Optionee has entered into a confidentiality, nondisclosure, invention and/or non-competition agreement with the Company, either separately or as part of an employment agreement, Company and the Optionee breaches any is determined, in the reasonable judgment of the Board, to have materially breached such agreement, the Optionee shall forfeit all any shares acquired pursuant to this Option and 100% of Number of this Option Shares granted pursuant to this Option Agreement, whether or not vested or exercisable. INTERSEARCH GROUP, INC. By: /s/ Bxxxx X. Xxxxx Name: Bxxxx X. Xxxxx Title: President & CEO The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement Agreement, including the right of first refusal set forth in the Plan, and hereby accepts the this Option Agreement subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors of the Company made in good faith upon any questions arising under this Option Agreement. The undersigned hereby acknowledges receipt of a copy of the Plan. DateDated: [11/14/2014 /s/ Mxxxxxx Xxxxxxx Xx Optionee Signature Mxxxxxx Xxxxxxx Xx Optionee Printed Name of Optionee] InterSearch Group, Groundfloor Finance Inc. Attn: __________________________ _______________________________ Attn: President _______________________________ Re: Exercise of Incentive Nonqualified Stock Option Dear SirsSir or Madam: Pursuant to the terms and conditions of the Incentive Nonqualified Stock Option Agreement dated as of , 200 ______________ (the “Agreement”), by and between ____________________ (“Optionee”) and InterSearch Group, Groundfloor Finance Inc. (the “Company”), Optionee hereby agrees to purchase ___________ shares (the “Shares”) of the Common Stock of the Company and tender tenders payment in full for such shares in accordance with the terms of the Agreement. The Shares are being issued to Optionee in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “1933 Act”). In connection with such purchase, Optionee represents, warrants and agrees as follows: 1. The Shares are being purchased for the Optionee’s own account and not for the account of any other person, with the intent of holding the Shares for investment and not with the intent of participating, directly or indirectly, in a distribution or resale of the Shares or any portion thereof. 2. The Optionee is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares, but rather upon independent examination and judgment as to the prospects of the Company. 3. The Optionee has had complete access to and the opportunity to review all material documents related to the business of the Company, has examined all such documents as the Optionee desired, is familiar with the business and affairs of the Company and realizes that any purchase of the Shares is a speculative investment and that any possible profit therefrom is uncertain. 4. The Optionee has had the opportunity to ask questions of and receive answers from the Company and its executive officers and to obtain all information necessary for the Optionee to make an informed decision with respect to the investment in the Company represented by the Shares. 5. The Optionee is able to bear the economic risk of any investment in the Shares, including the risk of a complete loss of the investment, and the Optionee acknowledges that he or she may need to continue to bear the economic risk of the investment in the Shares for an indefinite period. 6. The Optionee understands and agrees that the Shares are being issued and sold to the Optionee without registration under any state or federal laws relating to the registration of securities, in reliance upon exemptions from registration under appropriate state and federal laws based in part upon the representations of the Optionee made herein. 7. The Company is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares by the Optionee without registration, and the Company is under no obligation to act in any manner so as to make Rule 144 promulgated under the 1933 Act available with respect to any sale of the Shares by the Optionee. 8. The Optionee has not relied upon the Company or an employee or agent of the Company with respect to any tax consequences related to exercise of this Option or the disposition of the Shares. The Optionee assumes full responsibility for all such tax consequences and the filing of all tax returns and elections the Optionee may be required to or find desirable to file in connection therewith.

Effect of Certain Transactions. Notwithstanding anything to the contrary in this Option Agreement, in the event that the Optionee has entered into a confidentiality, nondisclosure, invention and/or non-competition agreement with the Company, either separately or as part of an employment agreement, Company and the Optionee breaches any is determined, in the reasonable judgment of the Board, to have materially breached such agreement, the Optionee shall forfeit all any shares acquired pursuant to this Option and 100% of Number of this Option Shares granted pursuant to this Option Agreement, whether or not vested or exercisable. INTERSEARCH GROUP, INC. By: /s/Bxxxx X. Xxxxx Name: Bxxxx Xxxxx Title: President & CEO The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement Agreement, including the right of first refusal set forth in the Plan, and hereby accepts the this Option Agreement subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors of the Company made in good faith upon any questions arising under this Option Agreement. The undersigned hereby acknowledges receipt of a copy of the Plan. DateDated: June 23, 2015________ /s/ Bxx Xxxxxxxxx Optionee Signature Bxx Xxxxxxxxx Optionee Printed Name [insert Name of OptioneeCompany] InterSearch Group, Inc. Attn: _________________________ ______________________________ Attn: President ______________________________ Re: Exercise of Incentive Stock Option Dear SirsSir or Madam: Pursuant to the terms and conditions of the Incentive Stock Option Agreement dated as of , 200 ________________ (the “Agreement”), by and between ________________________ (“Optionee”) and InterSearch Group, Inc. [insert Name of Company] (the “Company”), Optionee hereby agrees to purchase _________ shares (the “Shares”) of the Common Stock of the Company and tender tenders payment in full for such shares in accordance with the terms of the Agreement. The Shares are being issued to Optionee in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “1933 Act”). In connection with such purchase, Optionee represents, warrants and agrees as follows: 1. The Shares are being purchased for the Optionee’s own account and not for the account of any other person, with the intent of holding the Shares for investment and not with the intent of participating, directly or indirectly, in a distribution or resale of the Shares or any portion thereof. 2. The Optionee is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares, but rather upon independent examination and judgment as to the prospects of the Company. 3. The Optionee has had complete access to and the opportunity to review all material documents related to the business of the Company, has examined all such documents as the Optionee desired, is familiar with the business and affairs of the Company and realizes that any purchase of the Shares is a speculative investment and that any possible profit therefrom is uncertain. 4. The Optionee has had the opportunity to ask questions of and receive answers from the Company and its executive officers and to obtain all information necessary for the Optionee to make an informed decision with respect to the investment in the Company represented by the Shares. 5. The Optionee is able to bear the economic risk of any investment in the Shares, including the risk of a complete loss of the investment, and the Optionee acknowledges that he or she may need to continue to bear the economic risk of the investment in the Shares for an indefinite period. 6. The Optionee understands and agrees that the Shares are being issued and sold to the Optionee without registration under any state or federal laws relating to the registration of securities, in reliance upon exemptions from registration under appropriate state and federal laws based in part upon the representations of the Optionee made herein. 7. The Company is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares by the Optionee without registration, and the Company is under no obligation to act in any manner so as to make Rule 144 promulgated under the 1933 Act available with respect to any sale of the Shares by the Optionee. 8. The Optionee has not relied upon the Company or an employee or agent of the Company with respect to any tax consequences related to exercise of this Option or the disposition of the Shares. The Optionee assumes full responsibility for all such tax consequences and the filing of all tax returns and elections the Optionee may be required to or find desirable to file in connection therewith.