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 and the Optionee breaches any such agreement, the Optionee shall forfeit 100% of the Option granted pursuant to this Option Agreement, whether or not vested or exercisable. LIPOMED, 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, including the Right of First Refusal set forth in paragraph 11, and hereby accepts the Option 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:_________________________ ________________________________ (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 __________,(the "Agreement"), between __________ ("Optionee") and LipoMed, 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:

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 and the Optionee breaches any is determined, in the reasonable judgment of the Board, to have materially breached such agreement, the Optionee shall forfeit any shares acquired pursuant to this Option and 100% of the this Option granted pursuant to this Option Agreement, whether or not vested or exercisable. LIPOMED, GROUNDFLOOR INC. By:_____________________________ Xxxxxxx : /s/ Bxxxx X. Xxxxxx Xxxxx Name: Bxxxx Xxxxx Title: President and Chief Executive Officer & CEO The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement, including the Right right of First Refusal first refusal set forth in paragraph 11the Plan, and hereby accepts the this Option 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. Dated: June 23, 2015_________ /s/ Bxxxx Xxxxx Optionee Signature Bxxxx Xxxxx Optionee Printed Name NOTICE OF EXERCISE Date:: ______________ GROUNDFLOOR Finance Inc. Attn: Chief Executive Officer _______________________________ ________________________________ (Signature Re: Exercise of Optionee) Nonqualified Stock Option Dear Sir or Madam: Pursuant to the terms and conditions of the Nonqualified Stock Option Agreement dated as of ______________ (the “Agreement”), by and between ____________________ (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 __________,(the "Agreement"), between __________ ("Optionee") and LipoMed, 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:

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 and the Optionee breaches any is determined, in the reasonable judgment of the Board, to have materially breached such agreement, the Optionee shall forfeit any shares acquired pursuant to this Option and 100% of the this Option granted pursuant to this Option Agreement, whether or not vested or exercisable. LIPOMED, GROUNDFLOOR INC. By:_____________________________ Xxxxxxx : /s/Bxxxx X. Xxxxxx Xxxxx Name: Bxxxx Xxxxx Title: President and Chief Executive Officer & CEO The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement, including the Right right of First Refusal first refusal set forth in paragraph 11the Plan, and hereby accepts the this Option 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. Dated: July 16, 2015____________ /s/Rxxxxxx Xxxxx Optionee Signature Rxxxxxx Xxxxx Optionee Printed Name NOTICE OF EXERCISE Date:: ______________ GROUNDFLOOR Finance Inc. Attn: Chief Executive Officer _______________________________ ________________________________ (Signature Re: Exercise of Optionee) Nonqualified Stock Option Dear Sir or Madam: Pursuant to the terms and conditions of the Nonqualified Stock Option Agreement dated as of ______________ (the “Agreement”), by and between ____________________ (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 __________,(the "Agreement"), between __________ ("Optionee"”) and LipoMed, 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:

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 and the Optionee breaches any is determined, in the reasonable judgment of the Board, to have materially breached such agreement, the Optionee shall forfeit any Shares acquired pursuant to the Option and 100% of the Option granted pursuant to this Option Agreement, whether or not vested or exercisablevested. LIPOMEDAERIE PHARMACEUTICALS, INC. By:: ____________________________________ Xxxxxxx X. Xxxxxx President and Chief Executive Financial Officer The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement, including the Right of First Refusal set forth in paragraph 11, Agreement and hereby accepts the Option 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:: _________________________ ________________________________ (Signature of Optionee) EXHIBIT A Date: _____________________ Aerie Pharmaceuticals, Inc. Attn: Chief Financial Officer __________________________ (Printed Name of Optionee) EXHIBIT A --------- LipoMed, Inc. 0000 Xxx Xxxx Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxx 00000 __________________________ Re: Exercise of Incentive Nonqualified Stock Option Dear Sirs: Pursuant to the terms and conditions of the Incentive Nonqualified Stock Option Award Agreement dated as of __________,201X (the "“Agreement"”), between __________ ("“Optionee"”) and LipoMedAerie 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:

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 and the Optionee breaches any is determined, in the reasonable judgment of the Board, to have materially breached such agreement, the Optionee shall forfeit any shares acquired pursuant to this Option and 100% of the this Option granted pursuant to this Option Agreement, whether or not vested or exercisable. LIPOMED, GROUNDFLOOR FINANCE INC. By:: ____________________________________ Xxxxxxx X. Xxxxxx President and Chief Executive Officer Name: ____________________________________ Title: ____________________________________ The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement, including the Right right of First Refusal first refusal set forth in paragraph 11the Plan, and hereby accepts the this Option 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. Dated: ________________ ________________________________ Optionee Signature ________________________________ Optionee Printed Name NOTICE OF EXERCISE Date:: ______________ Groundfloor Finance Inc. Attn: Chief Executive Officer ______________________________ ________________________________ (Signature Re: Exercise of Optionee) Incentive Stock Option Dear Sir or Madam: Pursuant to the terms and conditions of the Incentive Stock Option Agreement dated as of ________________ (the “Agreement”), by and between ________________________ (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 __________,(the "Agreement"), between __________ ("Optionee"”) and LipoMed, 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:

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 and the Optionee breaches any is determined, in the reasonable judgment of the Board, to have materially breached such agreement, the Optionee shall forfeit any shares acquired pursuant to this Option and 100% of the this Option granted pursuant to this Option Agreement, whether or not vested or exercisable. LIPOMED, GROUNDFLOOR FINANCE INC. By:_____________________________ Xxxxxxx : /s/ Bxxxx X. Xxxxxx Xxxxx Name: Bxxxx X. Xxxxx Title: President and Chief Executive Officer & CEO The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement, including the Right right of First Refusal first refusal set forth in paragraph 11the Plan, and hereby accepts the this Option 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. Dated: 11/14/2014 /s/ Mxxxxxx Xxxxxxx Xx Optionee Signature Mxxxxxx Xxxxxxx Xx Optionee Printed Name NOTICE OF EXERCISE Date:: ______________ Groundfloor Finance Inc. Attn: __________________________ ________________________________ (Signature of Optionee) ________________________________ (Printed Name of Optionee) EXHIBIT A --------- LipoMed, Inc. 0000 Xxx Xxxx Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxx 00000 Re: Exercise of Incentive Nonqualified Stock Option Dear SirsSir or Madam: Pursuant to the terms and conditions of the Incentive Nonqualified Stock Option Award Agreement dated as of __________,____ (the "“Agreement"”), by and between ____________________ ("“Optionee"”) and LipoMed, 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:

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 Company, either separately or as part of an employment agreement, and the Optionee breaches any such agreement, the Optionee shall forfeit 100% all of the Number of Option Shares granted pursuant to this Option Agreement, whether or not vested or exercisable. LIPOMEDSEPARATE SIGNATURE PAGE TO INTERSEARCH GROUP, INC. INCENTIVE STOCK OPTION AGREEMENT INTERSEARCH GROUP, INC. By:_____________________________ Xxxxxxx X. : Xxxxxx X’Xxxxxxx President and Chief Executive Officer The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement, including the Right of First Refusal set forth in paragraph 11, 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] EXHIBIT A [Date] InterSearch Group, Inc. _______________________ ________________________________ (Signature of Optionee) ________________________________ (Printed Name of Optionee) EXHIBIT A --------- LipoMed, Inc. 0000 Xxx Xxxx Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxx 00000 Attn: President 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 LipoMedInterSearch Group, 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:

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 and the Optionee breaches any is determined, in the reasonable judgment of the Board, to have materially breached such agreement, the Optionee shall forfeit any shares acquired pursuant to this Option and 100% of the this Option granted pursuant to this Option Agreement, whether or not vested or exercisable. LIPOMED, GROUNDFLOOR INC. By:_____________________________ Xxxxxxx : /s/Bxxxx X. Xxxxxx Xxxxx Name: Bxxxx Xxxxx Title: President and Chief Executive Officer & CEO The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement, including the Right right of First Refusal first refusal set forth in paragraph 11the Plan, and hereby accepts the this Option 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. Dated: June 23, 2015________ /s/ Bxx Xxxxxxxxx Optionee Signature Bxx Xxxxxxxxx Optionee Printed Name NOTICE OF EXERCISE Date:: ______________ [insert Name of Company] Attn: _________________________ ________________________________ (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 SirsSir or Madam: Pursuant to the terms and conditions of the Incentive Stock Option Award Agreement dated as of __________,______ (the "“Agreement"”), by and between ________________________ ("“Optionee"”) and LipoMed, 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:

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 and the Optionee breaches any is determined, in the reasonable judgment of the Board, to have materially breached such agreement, the Optionee shall forfeit any shares acquired pursuant to this Option and 100% of the this Option granted pursuant to this Option Agreement, whether or not vested or exercisable. LIPOMED, GROUNDFLOOR FINANCE INC. By:: ____________________________________ Xxxxxxx X. Xxxxxx President and Chief Executive Officer Name: ____________________________________ Title: ____________________________________ The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement, including the Right right of First Refusal first refusal set forth in paragraph 11the Plan, and hereby accepts the this Option 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. Dated: ________________ ________________________________ Optionee Signature ________________________________ Optionee Printed Name NOTICE OF EXERCISE Date:: ______________ Groundfloor Finance Inc. Attn: Chief Executive Officer _______________________________ ________________________________ (Signature Re: Exercise of Optionee) Nonqualified Stock Option Dear Sir or Madam: Pursuant to the terms and conditions of the Nonqualified Stock Option Agreement dated as of ______________ (the “Agreement”), by and between ____________________ (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 __________,(the "Agreement"), between __________ ("Optionee"”) and LipoMed, 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:

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 and the Optionee breaches any is determined, in the reasonable judgment of the Board, to have materially breached such agreement, the Optionee shall forfeit any shares acquired pursuant to this Option and 100% of the this Option granted pursuant to this Option Agreement, whether or not vested or exercisable. LIPOMED, GROUNDFLOOR INC. By:_____________________________ Xxxxxxx : /s/ Bxxxx X. Xxxxxx Xxxxx Name: Bxxxx X. Xxxxx Title: President and Chief Executive Officer & CEO The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement, including the Right right of First Refusal first refusal set forth in paragraph 11the Plan, and hereby accepts the this Option 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. Dated: 2/1/2014 Cxxxx Xxxxxxx Optionee Signature Cxxxx Xxxxxxx Optionee Printed Name NOTICE OF EXERCISE Date:: ______________ [insert Name of Company] Attn: _________________________ ________________________________ (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 SirsSir or Madam: Pursuant to the terms and conditions of the Incentive Stock Option Award Agreement dated as of __________,______ (the "“Agreement"”), by and between ________________________ ("“Optionee"”) and LipoMed, 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:

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 Company, either separately or as part of an employment agreement, and the Optionee breaches any such agreement, the Optionee shall forfeit 100% all of the Number of Option Shares granted pursuant to this Option Agreement, whether or not vested or exercisable. LIPOMEDSEPARATE SIGNATURE PAGE TO ACCENTIA, INC. INCENTIVE STOCK OPTION AGREEMENT ACCENTIA, INC. By:_____________________________ Xxxxxxx : /s/ Fxxxx X. Xxxxxx President and Chief Executive Officer 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, including the Right of First Refusal set forth in paragraph 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:_________________________ ________________________________ (Signature of Optionee) ________________________________ (Printed Name of Optionee) : EXHIBIT A --------- LipoMed[Date] Accentia, Inc. 0000 Xxx Xxxx Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxx 00000 Attn: President Re: Exercise of Incentive Stock Option Dear Sirs: Pursuant to the terms and conditions of the Incentive Stock Option Award Agreement dated as of __________,April 10, 2003 (the "“Agreement"”), between __________ ("“Optionee"”) and LipoMedAccentia, Inc. (the "“Company"”), Optionee hereby agrees to purchase _____ shares (the "“Shares"”) of the Common 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:

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 and the Optionee breaches any is determined, in the reasonable judgment of the Board, to have materially breached such agreement, the Optionee shall forfeit any shares acquired pursuant to this Option and 100% of the this Option granted pursuant to this Option Agreement, whether or not vested or exercisable. LIPOMED, GROUNDFLOOR INC. By:_____________________________ Xxxxxxx : /s/ Bxxxx X. Xxxxxx Xxxxx Name: Bxxxx Xxxxx Title: President and Chief Executive Officer & CEO The Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement, including the Right right of First Refusal first refusal set forth in paragraph 11the Plan, and hereby accepts the this Option 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. Dated: 10/1/2014 /s/ Jxxxx Xxxx Optionee Signature Jxxxx Xxxx Optionee Printed Name NOTICE OF EXERCISE Date:: ______________ Groundfloor Finance Inc. Attn: _________________________ ________________________________ (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 SirsSir or Madam: Pursuant to the terms and conditions of the Incentive Stock Option Award Agreement dated as of __________,______ (the "“Agreement"”), by and between ________________________ ("“Optionee"”) and LipoMed, 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: