Common use of Escrow of Shares Clause in Contracts

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's ’s true and lawful attorney‑in‑fact attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Certificates evidencing the Awarded Shares of Restricted Stock will, upon execution of issued under this Award Agreement, Agreement shall be delivered and deposited with an held in escrow holder designated by the Secretary of the Company or his or her designee (the “Escrow Holder”). The ) (or, if the Awarded Shares are not certificated, shall be entered in the stock record books of Restricted Stock will be the Company as held in escrow by the Escrow Holder Holder) until such time Awarded Shares are vested in accordance with Section 2, at which time, the Escrow Holder shall deliver such certificates representing the Awarded Shares to the Grantee (or, if the Awarded Shares are not certificated, the Awarded Shares shall be entered in the stock record books of the Company as held and owned by the Grantee); provided, however, that no certificates for Awarded Shares will be delivered to the Grantee (or, if the Awarded Shares are not certificated, no transfer of Restricted Stock vest the Awarded Shares will be entered in the stock record books of the Company) until appropriate arrangements have been made with the Company for the withholding or the date Participant ceases payment of any taxes that may be due with respect to be a Service Providersuch Awarded Shares. (b) If any of the Awarded Shares are forfeited by the Grantee under Section 2, upon request by the Company, the Escrow Holder will deliver any stock certificate(s) evidencing those Awarded Shares to the Company (or, if the Awarded Shares are not certificated, such forfeiture will be entered in the stock record books of the Company), and the Company will then have the right to retain and transfer those Awarded Shares to its own name free and clear of any rights of the Grantee under this Agreement or otherwise. (c) The Escrow Holder is hereby directed to permit transfer of the Awarded Shares only in accordance with this Agreement or in accordance with instructions signed by both parties hereto. In the event further instructions are reasonably desired by the Escrow Holder, he or she will be entitled to conclusively rely upon directions executed by a majority of the members of the Board. The Escrow Holder will not be liable have no liability for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow omissions hereunder while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsown judgment. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All To ensure the availability for delivery of Participant’s Unreleased Shares upon exercise of Restricted Stock the Repurchase Option by the Company, Participant will, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “Escrow Holder”)) the share certificates representing the Unreleased Shares, together with the Assignment Separate from Certificate (the “Stock Assignment”) duly endorsed in blank, attached hereto as Exhibit B-1. The Unreleased Shares of Restricted and Stock will Assignment shall be held by the Escrow Holder Holder, pursuant to the Joint Escrow Instructions of the Company and Participant attached as Exhibit B-2 hereto, until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service ProviderCompany’s Repurchase Option expires. (b) The Escrow Holder will shall not be liable for any act it may do or omit to do with respect to holding the Unreleased Shares of Restricted Stock in escrow and while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee exercises its Repurchase Option hereunder, the Escrow Holder, upon receipt of written notice of such terminationoption exercise from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Companysuch transfer. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's ’s true and lawful attorney‑in‑fact attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Unreleased Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish When the transfer Repurchase Option has been exercised or expires unexercised or a portion of the Shares of Restricted Stock to Participant after they vest following has been released from such Repurchase Option, upon Participant’s request that the Escrow Holder do soshall promptly cause a new certificate to be issued for such released Shares and shall deliver such certificate to the Company or Participant, as the case may be. (e) Subject to the terms hereof, Participant will shall have all the rights of a stockholder shareholder with respect to the such Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cashmerger, Sharesreorganization, other securities, or other property)consolidation, recapitalization, separation, liquidation, stock split, reverse stock split, reorganization, merger, consolidationdividend, split-up, spin-off, share combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the SharesCommon Stock, the Shares of Restricted Stock will shall be increased, reduced or otherwise changed, and by virtue of any such change Participant will shall in his or her capacity as owner of unvested Unreleased Shares of Restricted Stock that have been awarded to him or her be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will shall thereupon be considered to be unvested Shares of Restricted Stock “Unreleased Shares” and will shall be subject to all of the conditions and restrictions which were applicable to the unvested Unreleased Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted StockUnreleased Shares, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will shall be considered to be unvested Unreleased Shares of Restricted Stock and will shall be subject to all of the conditions and restrictions which were applicable to the unvested Unreleased Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's ’s true and lawful attorney‑in‑fact attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Certificates evidencing the Awarded Shares of Restricted Stock will, upon execution of issued under this Award Agreement, Agreement shall be delivered and deposited with an held in escrow holder designated by the Secretary of the Company or his or her designee (the “Escrow Holder”). The ) (or, if the Awarded Shares are not certificated, shall be entered in the stock record books of Restricted Stock will be the Company as held in escrow by the Escrow Holder Holder) until such time Awarded Shares are earned and vested in accordance with Section 2, at which time, the Escrow Holder shall deliver such certificates representing the vested and earned Awarded Shares to the Grantee (or, if the Awarded Shares are not certificated, the Awarded Shares shall be entered in the stock record books of the Company as held and owned by the Grantee); provided, however, that no certificates for Awarded Shares will be delivered to the Grantee (or, if the Awarded Shares are not certificated, no transfer of Restricted Stock vest the Awarded Shares will be entered in the stock record books of the Company) until appropriate arrangements have been made with the Company for the withholding or the date Participant ceases payment of any taxes that may be due with respect to be a Service Providersuch Awarded Shares. (b) If any of the Awarded Shares are forfeited by the Grantee under Section 2, upon request by the Company, the Escrow Holder will deliver any stock certificate(s) evidencing those Awarded Shares to the Company (or, if the Awarded Shares are not certificated, such forfeiture will be entered in the stock record books of the Company), and the Company will then have the right to retain and transfer those Awarded Shares to its own name free and clear of any rights of the Grantee under this Agreement or otherwise. (c) The Escrow Holder is hereby directed to permit transfer of the Awarded Shares only in accordance with this Agreement or in accordance with instructions signed by both parties hereto. In the event further instructions are reasonably desired by the Escrow Holder, he or she will be entitled to conclusively rely upon directions executed by a majority of the members of the Board. The Escrow Holder will not be liable have no liability for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow omissions hereunder while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsown judgment. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All To ensure the availability for delivery of the Purchaser's Unreleased Shares of Restricted Stock willupon repurchase by the Company pursuant to the Repurchase Option, the Purchaser shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “"Escrow Holder”)") the share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A-2. The Unreleased Shares of Restricted Stock will and stock assignment shall be held by the Escrow Holder Holder, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached hereto as Exhibit A-3, until such time as the Shares Company's Repurchase Option expires. As a further condition to the Company's obligations under this Agreement, the Company may require the spouse of Restricted Stock vest or Purchaser, if any, to execute and deliver to the date Participant ceases to be a Service ProviderCompany the Consent of Spouse attached hereto as Exhibit A-4. (b) The Escrow Holder will shall not be liable for any act it may do or omit to do with respect to holding the Unreleased Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee exercises the Repurchase Option hereunder, the Escrow Holder, upon receipt of written notice of such terminationexercise from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationtransfer. (d) The Escrow Holder will take all steps necessary to accomplish When the transfer Repurchase Option has been exercised or expires unexercised or a portion of the Shares of Restricted Stock to Participant after they vest following Participant’s has been released from the Repurchase Option, upon request that the Escrow Holder do soshall promptly cause a new certificate to be issued for the released Shares and shall deliver the certificate to the Company or the Purchaser, as the case may be. (e) Subject to the terms hereof, Participant will the Purchaser shall have all the rights of a stockholder shareholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. . If, from time to time during the term of the Repurchase Option, there is (fi) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalizationstock dividend, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, split or other change in the corporate structure of the Company affecting the Shares, the Shares or (ii) any merger or sale of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of the Company, any and restrictions all new, substituted or additional securities to which were applicable to the unvested Purchaser is entitled by reason of the Purchaser's ownership of the Shares of Restricted Stock pursuant shall be immediately subject to this Award Agreement. If Participant receives rights or warrants escrow, deposited with respect to any unvested Shares the Escrow Holder and included thereafter as "Shares" for purposes of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsRepurchase Option. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”), together with the Assignment Separate from Certificate (the “Stock Assignment”) duly endorsed in blank, attached hereto as Exhibit B-1. The Shares of Restricted Stock and the Stock Assignment will be held by the Escrow Holder until such time Holder, pursuant to the Joint Escrow Instructions of the Company and Participant attached as the Shares of Restricted Stock vest or the date Participant ceases to be a Service ProviderExhibit B-2 hereto. (b) The Escrow Holder will shall not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow and while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's ’s true and lawful attorney‑in‑fact attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will shall have all the rights of a stockholder shareholder with respect to the such Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cashmerger, Sharesreorganization, other securities, or other property)consolidation, recapitalization, separation, liquidation, stock split, reverse stock split, reorganization, merger, consolidationdividend, split-up, spin-off, share combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the SharesCommon Stock, the Shares of Restricted Stock will shall be increased, reduced or otherwise changed, and by virtue of any such change Participant will shall in his or her capacity as owner of unvested the Unvested Shares of Restricted Stock that have been awarded to him or her be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will shall thereupon be considered to be unvested “Unvested Shares of Restricted Stock Stock” and will shall be subject to all of the conditions and restrictions which were applicable to the unvested Unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will shall be considered to be unvested Unvested Shares of Restricted Stock and will shall be subject to all of the conditions and restrictions which were applicable to the unvested Unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All To ensure the availability for delivery of the Director’s Unreleased Shares of Restricted Stock willupon repurchase by the Company pursuant to the Company’s repurchase option under Section 3 above, the Director shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Manhattan Transfer Registrar Company (the “Escrow Holder”)) the share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A-1. The Unreleased Shares of Restricted Stock will and stock assignment shall be held by the Escrow Holder Holder, pursuant to the Joint Escrow Instructions of the Company and Director attached as Exhibit A-2 hereto, until such time as the Shares Company’s repurchase option expires. As a further condition to the Company’s obligations under this Agreement, the spouse of Restricted Stock vest or Director, if any, shall execute and deliver to the date Participant ceases to be a Service ProviderCompany the Consent of Spouse attached hereto as Exhibit A-3. (b) The Escrow Holder will shall not be liable for any act it may do or omit to do with respect to holding the Unreleased Shares of Restricted Stock in escrow and while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee exercises its repurchase option hereunder, the Escrow Holder, upon receipt of written notice of such terminationoption exercise from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationtransfer. (d) The Escrow Holder will take all steps necessary to accomplish When the transfer repurchase option has been exercised or expires unexercised or a portion of the Shares of Restricted Stock to Participant after they vest following Participanthas been released from such repurchase option, upon Director’s request that the Escrow Holder do soshall promptly cause a new certificate to be issued for such released Shares and shall deliver such certificate to the Company or the Director, as the case may be. (e) Subject to the terms hereof, Participant will the Director shall have all the rights of a stockholder shareholder with respect to the such Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time during the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities term of the Company’s repurchase option, there is (i) any stock dividend, stock split or other change in the corporate structure of the Company affecting the Shares, the Shares or (ii) any merger or sale of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of the Company, any and restrictions all new, substituted or additional securities to which were applicable to the unvested Director is entitled by reason of the Director’s ownership of the Shares of Restricted Stock pursuant shall be immediately subject to this Award Agreement. If Participant receives rights or warrants escrow, deposited with respect to any unvested Shares the Escrow Holder and included thereafter as “Shares” for purposes of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany’s repurchase option. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All To insure the availability for delivery of Hxxxxx’s Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of Restricted Stock willthe Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities Secretary of the Company, or such other change person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the corporate structure Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company affecting and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of Restricted Stock will be increased, reduced or otherwise changedthe Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by virtue of any the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such change Participant will in his dividends or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will distributions shall also be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award AgreementAgreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option.

Escrow of Shares. (a) All The Shares of Restricted Stock will, upon execution of issued under this Award Agreement, Agreement shall be delivered and deposited with held by an escrow holder designated by the Company (the “"Escrow Holder”"). The Shares of Restricted Stock will be held , along with a stock assignment executed by the Escrow Holder Purchaser in blank, until the expiration of the Company's option to repurchase such time Shares as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Providerset forth above. (b) The Escrow Holder will not is hereby directed to permit transfer of the Shares only in accordance with this Agreement or instructions signed by both parties. In the event further instructions are desired by the Escrow Holder, the Escrow Holder shall be liable entitled to rely upon directions executed by a majority of the authorized number of the Company's Board of Directors. The Escrow Holder shall have no liability for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow omission hereunder while acting in good faith and in the exercise of its the Escrow Holder's own judgment. (c) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee exercises its repurchase option hereunder, the Escrow Holder, upon receipt of written notice of such terminationoption exercise from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationtransfer. (d) The Escrow Holder will take all steps necessary to accomplish When the transfer repurchase option has been exercised or expires unexercised or a portion of the Shares of Restricted Stock to Participant after they vest following Participant’s has been released from such repurchase option, upon Purchaser's request that the Escrow Holder do soshall promptly cause a new certificate to be issued for such released Shares and shall deliver such certificate to the Purchaser. (e) Subject to the terms hereof, Participant will the Purchaser shall have all the rights of a stockholder shareholder with respect to the such Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time during the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities term of the Company's repurchase option, there is (i) any stock dividend, stock split or other change in the corporate structure of the Company affecting the Shares, the Shares or (ii) any merger or sale of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of the Company, any and restrictions all new, substituted or additional securities to which were applicable to the unvested Purchaser is entitled by reason of the Purchaser's ownership of the Shares of Restricted Stock pursuant shall be immediately subject to this Award Agreement. If Participant receives rights or warrants escrow, deposited with respect to any unvested Shares the Escrow Holder and included thereafter as "Shares" for purposes of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany's repurchase option. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All To ensure the availability for delivery of the Purchaser's Unvested Shares upon exercise of Restricted Stock willthe Repurchase Option by the Company, the Purchaser shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “"Escrow Holder”). ") and reasonably acceptable to the Purchaser the share certificates representing the Unvested Shares, together with the Assignment Separate from Certificate (the "Stock Assignment") duly endorsed in blank, in the form attached hereto as Exhibit D. The Unvested Shares of Restricted and Stock will Assignment shall be held by the Escrow Holder Holder, pursuant to the Joint Escrow Instructions of the Company and Purchaser in the form attached as Exhibit E hereto, until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service ProviderCompany's Repurchase Option expires. (b) The Escrow Holder will shall not be liable for any act it may do or omit to do with respect to holding the Unvested Shares of Restricted Stock in escrow and while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee exercises its Repurchase Option hereunder, the Escrow Holder, upon receipt of written notice of such terminationoption exercise from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationtransfer. (d) The Escrow Holder will take all steps necessary to accomplish When the transfer Repurchase Option has been exercised or expires unexercised, and a portion of the Shares of Restricted Stock to Participant after they vest following Participant’s request that has been released from such Repurchase Option, the Escrow Holder do soshall promptly upon request, but not more frequently than once each year, cause a new certificate to be issued for such released Shares and shall deliver such certificate to the Company or the Purchaser, as the case may be. (e) Subject to the terms hereof, Participant will the Purchaser shall have all the rights of a stockholder shareholder with respect to the such Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time during the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities term of the Company's Repurchase Option, there is (i) any stock dividend, stock split or other change in the corporate structure of the Company affecting the Shares, the Shares or (ii) any merger or sale of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of the Company, any and restrictions all new, substituted or additional securities to which were applicable to the unvested Purchaser is entitled by reason of the Purchaser's ownership of the Shares of Restricted Stock pursuant shall be immediately subject to this Award Agreement. If Participant receives rights or warrants escrow, deposited with respect to any unvested Shares the Escrow Holder and included thereafter as "Shares" for purposes of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany's Repurchase Option. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Certificates evidencing the Awarded Shares of Restricted Stock will, upon execution of issued under this Award Agreement, Agreement shall be delivered and deposited with an held in escrow holder designated by the Secretary of the Company or his or her designee (the “Escrow Holder”). The ) (or, if the Awarded Shares are not certificated, shall be entered in the stock record books of Restricted Stock will be the Company as held in escrow by the Escrow Holder Holder) until such time as the Awarded Shares of Restricted Stock vest or the date Participant ceases cease to be a Service Providersubject to forfeiture in accordance with Section 2, at which time, the Escrow Holder shall deliver such certificates representing the nonforfeitable Awarded Shares to the Grantee (or, if the Awarded Shares are not certificated, the Awarded Shares shall be entered in the stock record books of the Company as held and owned by the Grantee); provided, however, that no certificates for Awarded Shares shall be delivered to the Grantee (or, if the Awarded Shares are not certificated, no transfer of the Awarded Shares shall be entered in the stock record books of the Company) until appropriate arrangements have been made with the Company for the withholding or payment of any taxes that may be due with respect to such Awarded Shares. (b) If any of the Awarded Shares are forfeited by the Grantee under Section 2, upon request by the Company, the Escrow Holder shall deliver any stock certificate(s) evidencing those Awarded Shares to the Company (or, if the Awarded Shares are not certificated, such forfeiture shall be entered in the stock record books of the Company), and the Company shall then have the right to retain and transfer those Awarded Shares to its own name free and clear of any rights of the Grantee under this Agreement or otherwise. (c) The Escrow Holder will not is hereby directed to permit transfer of the Awarded Shares only in accordance with this Agreement or in accordance with instructions signed by both parties hereto. In the event further instructions are reasonably desired by the Escrow Holder, he or she shall be liable entitled to conclusively rely upon directions executed by a majority of the members of the Board. The Escrow Holder shall have no liability for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow omissions hereunder while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsown judgment. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock subject to this Award will, upon execution of this Award RSA Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock subject to this Award will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service ProviderExpiration Date. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock subject to this Award in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reasonthe Expiration Date, the Escrow Holder, upon receipt of written notice of such terminationexpiration, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock Shares, if any, subject to this Award to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's ’s true and lawful attorney‑in‑fact attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant Participant, to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock Shares, if any, subject to this Award to the Company upon such terminationexpiration. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock subject to this Award to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including including, without limitation, the right to vote the Shares and to receive any cash dividends declared thereonthereon (but subject to Section 3(f)). (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock subject to this Award will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock subject to this Award be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock subject to this and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares subject this Award; provided, however, that fractions of Restricted Stock pursuant a Share will not be issued but will either be paid in cash at the fair market value of such fraction of a Share or will be rounded down to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stockthe nearest whole Share, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired as determined by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCommittee. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All To ensure the availability for delivery of the Purchaser's Unreleased Shares of Restricted Stock willupon repurchase by the Company pursuant to the Repurchase Option, the Purchaser shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “"Escrow Holder”). ") the share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit B. The --------- Unreleased Shares of Restricted Stock will and stock assignment shall be held by the Escrow Holder Holder, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached hereto as Exhibit C, until such time as the Shares Company's Repurchase Option expires. --------- As a further condition to the Company's obligations under this Agreement, the Company may require the spouse of Restricted Stock vest or Purchaser, if any, to execute and deliver to the date Participant ceases to be a Service Provider.Company the Consent of Spouse attached hereto as Exhibit D. (b) The Escrow Holder will shall not be liable for any act it may do or omit to do with respect to holding the Unreleased Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee exercises the Repurchase Option hereunder, the Escrow Holder, upon receipt of written notice of such terminationexercise from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationtransfer. (d) The Escrow Holder will take all steps necessary to accomplish When the transfer Repurchase Option has been exercised or expires unexercised or a portion of the Shares of Restricted Stock to Participant after they vest following Participant’s has been released from the Repurchase Option, upon request that the Escrow Holder do soshall promptly cause a new certificate to be issued for the released Shares and shall deliver the certificate to the Company or the Purchaser, as the case may be. (e) Subject to the terms hereof, Participant will the Purchaser shall have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. . If, from time to time during the term of the Repurchase Option, there is (fi) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalizationstock dividend, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, split or other change in the corporate structure of the Company affecting the Shares, the Shares or (ii) any merger or sale of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of the Company, any and restrictions all new, substituted or additional securities to which were applicable to the unvested Purchaser is entitled by reason of the Purchaser's ownership of the Shares of Restricted Stock pursuant shall be immediately subject to this Award Agreement. If Participant receives rights or warrants escrow, deposited with respect to any unvested Shares the Escrow Holder and included thereafter as "Shares" for purposes of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsRepurchase Option. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest vest, or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's ’s true and lawful attorney‑in‑fact attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest vest, following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator or Committee (collectively “Administrator”) in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All To insure the availability for delivery of Xxxxxx's Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of Restricted Stock willthe Company, or any other person designated by the Administrator as escrow agent, as his attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities Secretary of the Company, or such other change person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the corporate structure Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company affecting and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company's Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent's possession belonging to Holder in accordance with the terms of Restricted Stock will be increased, reduced or otherwise changedthe Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by virtue of any the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such change Participant will in his dividends or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will distributions shall also be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award AgreementAgreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company's Repurchase Option.

Escrow of Shares. (a) All To insure the availability for delivery of Xxxxxx's Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of Restricted Stock willthe Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities Secretary of the Company, or such other change person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the corporate structure Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company affecting and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company's Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent's possession belonging to Holder in accordance with the terms of Restricted Stock will be increased, reduced or otherwise changedthe Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by virtue of any the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such change Participant will in his dividends or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will distributions shall also be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award AgreementAgreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company's Repurchase Option.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will shall be held by Xxxxx and Xxxxxx LLP (the "Escrow Holder Holder"), along with a stock assignment executed by the Founder in blank, until such time the expiration of the Repurchase Option as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Providerset forth above. (b) The Escrow Holder will not is hereby directed to permit transfer of the Shares only in accordance with this Agreement or instructions signed by both parties. In the event further instructions are desired by the Escrow Holder, the Escrow Holder shall be liable entitled to rely upon directions executed by a majority of the authorized number of the Company's Board of Directors. The Escrow Holder shall have no liability for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow omission hereunder while acting in good faith and in the exercise of its the Escrow Holder's own judgment. (c) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee exercises the Repurchase Option hereunder, the Escrow Holder, upon receipt of written notice of such terminationoption exercise from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationtransfer. (d) The Escrow Holder will take all steps necessary to accomplish When the transfer Repurchase Option has been exercised or expires unexercised or a portion of the Shares of Restricted Stock to Participant after they vest following Participant’s has been released from such Repurchase Option, upon Founder's request that the Escrow Holder do soshall promptly cause a new certificate to be issued for such released Shares and shall deliver such certificate to the Founder. (e) Subject to the terms hereof, Participant will the Founder shall have all the rights of a stockholder with respect to the Shares while they are held in escrow, including including, without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time during the event term of the Repurchase Option, there is any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalizationstock dividend, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, split or other change in the corporate structure Shares, any and all new, substituted or additional securities to which the Founder is entitled by reason of the Company affecting the Shares, Founder's ownership of the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant Repurchase Option shall be immediately subject to this Award Agreement. If Participant receives rights or warrants escrow, deposited with respect to any unvested Shares the Escrow Holder and included thereafter as "Shares" for purposes of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsRepurchase Option. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a an Employee, (Eligible) Director, Consultant or Advisor (collectively “Service Provider”). (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's ’s true and lawful attorney‑in‑fact attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator or Committee (collectively “Administrator”) in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All The Shares issued under this Agreement shall be held by the Secretary of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an the Company as escrow holder designated by the Company (the “Escrow Holder”). The Shares , along with a stock assignment executed by Awardee in blank, until the expiration of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service ProviderRepurchase Option. (b) The Escrow Holder will not hereby is directed to permit transfer of the Shares only in accordance with this Agreement or instructions signed by both parties. In the event that further instructions are desired by Escrow Holder, Escrow Holder shall be liable entitled to rely on directions executed by a majority of the authorized number of the Company’s Board of Directors. Escrow Holder shall have no liability for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow omission hereunder while acting in good faith and in the exercise of its Escrow Holder’s own judgment. (c) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee exercises the Repurchase Option, the then Escrow Holder, upon receipt of written notice of such terminationoption exercise from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationtransfer. (d) The When the Repurchase Option has been exercised or expires unexercised or a portion of the Shares has been released from the Repurchase Option, upon Awardee’s request, Escrow Holder will take all steps necessary shall promptly cause a new certificate to accomplish the transfer of be issued for such released Shares of Restricted Stock and shall deliver such certificate to Participant after they vest following Participant’s request that the Escrow Holder do soAwardee. (e) Subject to the terms hereof, Participant will Awardee shall have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. thereon (fif any). If, from time to time during the term of the Repurchase Option, there is (i) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalizationstock dividend, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, split or other change in the corporate structure Shares or (ii) any merger or sale of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of the Company, then any and restrictions all new, substituted or additional securities to which were applicable to Awardee is entitled by reason of Awardee’s ownership of the unvested Shares of Restricted Stock pursuant shall be immediately subject to this Award Agreement. If Participant receives rights or warrants escrow, deposited with respect to any unvested Shares Escrow Holder and included thereafter as “Shares” for purposes of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsRepurchase Option. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow and while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's ’s true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will shall have all the rights of a stockholder with respect to the such Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock will be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All The Shares of Restricted Stock will, upon execution of issued under this Award Agreement, Agreement shall be delivered and deposited with an escrow holder designated held by the Secretary of the Company or its designee (the “Escrow Holder”). The Shares of Restricted Stock will be held , along with a stock assignment executed by the Escrow Holder Purchaser in blank, until the expiration of the Company’s option to repurchase such time Shares as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Providerset forth above. (b) The Escrow Holder will not is hereby directed to permit transfer of the Shares only in accordance with this Agreement or instructions signed by both parties. In the event further instructions are desired by the Escrow Holder, Escrow Holder shall be liable entitled to rely upon directions executed by the Executive Chairman or a majority of the authorized number of the Company’s Board of Directors, exclusive of the Purchaser, if applicable. The Escrow Holder shall have no liability for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow omission hereunder while acting in good faith and in the exercise of its Escrow Holder’s own judgment. (c) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee exercises its repurchase option hereunder, the Escrow Holder, upon receipt of written notice of such terminationoption exercise from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationtransfer. (d) The Escrow Holder will take all steps necessary to accomplish When the transfer repurchase option has been exercised or expires unexercised or a portion of the Shares of Restricted Stock to Participant after they vest following Participanthas been released from such repurchase option, upon Purchaser’s request that request, the Escrow Holder do soshall promptly cause a new certificate to be issued for such released Shares and shall deliver such certificate to the Purchaser. (e) Subject to the terms hereof, Participant will the Purchaser shall have all the rights of a stockholder shareholder with respect to the such Shares while they are held in escrow, including including, without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time during the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities term of the Company’s repurchase option, there is (i) any stock dividend, stock split or other change in the corporate structure of the Company affecting the Shares, the Shares or (ii) any merger or sale of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of the Company, any and restrictions all new, substituted or additional securities to which were applicable to the unvested Purchaser is entitled by reason of Purchaser’s ownership of the Shares of Restricted Stock pursuant shall be immediately subject to this Award Agreement. If Participant receives rights or warrants escrow, deposited with respect to any unvested Shares the Escrow Holder and included thereafter as “Shares” for purposes of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany’s repurchase option. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All To ensure the availability for delivery of the Purchaser's Unreleased Shares upon exercise of Restricted Stock willthe Repurchase Option by the Company, the Purchaser shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “"Escrow Holder”)") the share certificates representing the Unreleased Shares, together with the Assignment Separate from Certificate (the "Stock Assignment") duly endorsed in blank, attached hereto as Exhibit A-1. The Unreleased Shares of Restricted and Stock will Assignment shall be held by the Escrow Holder Holder, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit A-2 hereto, until such time as the Shares Company's Repurchase Option expires. As a further condition to the Company's obligations under this Agreement, the spouse of Restricted Stock vest or Purchaser, if any, shall execute and deliver to the date Participant ceases to be a Service ProviderCompany the Consent of Spouse attached hereto as Exhibit A-3. (b) The Escrow Holder will shall not be liable for any act it may do or omit to do with respect to holding the Unreleased Shares of Restricted Stock in escrow and while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee exercises its Repurchase Option hereunder, the Escrow Holder, upon receipt of written notice of such terminationoption exercise from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationtransfer. (d) The Escrow Holder will take all steps necessary to accomplish When the transfer Repurchase Option has been exercised or expires unexercised or a portion of the Shares of Restricted Stock to Participant after they vest following Participant’s has been released from such Repurchase Option, upon Purchaser's request that the Escrow Holder do soshall promptly cause a new certificate to be issued for such released Shares and shall deliver such certificate to the Company or the Purchaser, as the case may be. (e) Subject to the terms hereof, Participant will the Purchaser shall have all the rights of a stockholder shareholder with respect to the such Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash. If, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled from time to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.time

Escrow of Shares. (aThe Certificate(s) All representing Unvested Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will ---------------- shall be held by the Secretary of Triton as escrow holder (the "Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be Holder"), along with a Service Provider. (b) stock power executed by Executive in blank. The Escrow Holder will not is hereby directed to permit transfer of the Shares only in accordance with this Agreement. In the event further instructions are desired by the Escrow Holder, he shall be liable entitled to rely upon directions executed by a majority of the authorized number of Triton's Board of Directors. The Escrow Holder shall have no liability for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow omission hereunder while acting in good faith and in the exercise of its his own judgment. (c) Upon Participant’s termination as a Service Provider for . If Triton or any reasonassignee repurchases any of the Shares pursuant to this Paragraph 7, the Escrow Holder, upon receipt of written ----------- notice of such terminationrepurchase from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock such repurchase. From time to the Company. Participant hereby appoints time, upon Executive's request, the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in shall: (i) cancel the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (dcertificate(s) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that held by the Escrow Holder do so. and Executive representing the Shares, (eii) cause a new certificate to be issued representing all the Shares that have vested in accordance with the terms of Schedule IV, which certificate the Escrow Holder ----------- shall deliver to Executive, and (iii) cause a new certificate to be issued representing the then remaining Unvested Shares, which certificate shall be held in escrow by the Escrow Holder in accordance with the provisions of this Paragraph 7(e). Subject to the terms hereof, Participant will Executive shall have all the -------------- rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. . If, from time to time during the term of Triton's repurchase right, there is (fi) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalizationstock dividend, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, split or other change in the corporate structure of the Company affecting the Shares, the Shares or (ii) any merger or sale of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of Triton, any and restrictions all new, substituted or additional securities to which were applicable to Executive is entitled by reason of his ownership of the unvested Shares of Restricted Stock pursuant shall be immediately subject to this Award Agreement. If Participant receives rights or warrants escrow, deposited with respect to any unvested Shares the Escrow Holder and included thereafter as "Shares" for purposes of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsTriton's repurchase right. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares During the period of time between the Award Date and the earlier of the date the Restricted Stock vests or is forfeited (the “Restriction Period”), the Restricted Stock shall be registered in the name of the Grantee and held in escrow by the Company or in a book-entry account with the Company’s transfer agent, and the Grantee agrees, upon the Company’s written request, to provide a stock power endorsed by the Grantee in blank. Any certificate or book-entry account shall bear a legend or notation as provided by the Company, conspicuously referring to the terms, conditions and restrictions described in this Agreement. Upon termination of the Restriction Period, if the shares of Restricted Stock willare held in certificated form, upon execution of a certificate representing such shares without any legend referring to the terms, conditions and restrictions described in this Award Agreement, Agreement shall be delivered to the Grantee, and deposited with an escrow holder designated by if the Company (the “Escrow Holder”). The Shares shares of Restricted Stock are held in book-entry form, the Company shall instruct the transfer agent to remove any notation referring to the terms, conditions and restrictions described in this Agreement, in each case, as promptly as is reasonably practicable following such termination. Fractional shares will not be issued and shares issued will be held by rounded up to the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Providernearest whole share. (b) The Escrow Holder will not be liable for any act it may do Certificates or omit to do with respect to holding book-entry account representing the Shares issued pursuant to the Award will bear all legends or notations required by law or determined by the Company or its counsel as necessary or advisable to effectuate the provisions of Restricted Stock the Plan and this Award. The Company may place a “stop transfer” order against the Shares issued pursuant to this Award until all restrictions and conditions set forth in escrow while acting in good faith the Plan and this Agreement and in the exercise of its judgmentlegends or notations referred to in this Agreement have been complied with. (c) Upon Participant’s termination The Grantee hereby (i) appoints the Company as the attorney-in-fact of the Grantee to take such actions as may be necessary or appropriate to effectuate a transfer of the record ownership of any shares that are unvested and forfeited hereunder, (ii) agrees to deliver to the Company, as a Service Provider for precondition to the issuance of any reasoncertificate or certificates with respect to unvested shares hereunder, one or more stock powers, endorsed in blank, with respect to such shares, and (iii) agrees to sign such other powers and take such other actions as the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary Company may reasonably request to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event forfeiture of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsare forfeited hereunder. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All To insure the availability for delivery of Holder's Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of Restricted Stock willthe Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities Secretary of the Company, or such other change person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the corporate structure Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company affecting and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company's Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent's possession belonging to Holder in accordance with the terms of Restricted Stock will be increased, reduced or otherwise changedthe Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by virtue of any the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such change Participant will in his dividends or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will distributions shall also be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award AgreementAgreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company's Repurchase Option.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder Holder, with full power of substitution, as Participant's ’s true and lawful attorney‑in‑fact attorney in fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, includingincluding without limitation stock powers, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon, subject to the limitations of Section 8(g) of the Plan. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Unvested Shares of Restricted Stock willshall be held in escrow by the Company, upon execution of this Award Agreement, be delivered and deposited with an as escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (ba) The Escrow Holder will not be liable for is hereby directed to transfer the Unvested Shares in accordance with this Agreement or instructions signed by both the Founder and the Company. If the Company or any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of assignee exercises its judgment. (c) Upon Participant’s termination as a Service Provider for any reasonrepurchase rights hereunder, the Escrow Holder, upon receipt of written notice of such terminationexercise from the Company or such assignee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Companysuch transfer. Participant The Founder hereby appoints grants the Escrow Holder with full an irrevocable power of substitution, as Participant's true and lawful attorney‑in‑fact attorney coupled with irrevocable power and authority in the name and on behalf of Participant an interest to take any action and execute all documents actions required to effect such transfer. (b) The Escrow Holder may act in reliance upon advice of counsel in reference to any matter(s) connected with this Agreement, and instrumentsshall not be liable for any mistake of fact or error of judgment, includingor for any acts or omissions of any kind, without limitationunless caused by its willful misconduct or gross negligence. (c) With respect to any Unvested Shares that become Vested Shares, stock powers the Company may, at its option, issue a new certificate for the number of shares which may be necessary have become Vested Shares and shall deliver such certificate to transfer the Founder and shall deliver to the Escrow Holder a new certificate for the remaining Unvested Shares in exchange for the certificate or certificates evidencing such unvested Shares of Restricted Stock to then being held by the Company upon such terminationEscrow Holder. (d) The Escrow Holder will take all steps necessary If, from time to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that time while the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, is holding Unvested Shares, other securities, or other property), recapitalizationthere is any stock dividend, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, split or other change in or respecting such shares, any and all new, substituted or additional securities to which the corporate structure Founder is entitled by reason of his ownership of the Company affecting the Shares, the Unvested Shares of Restricted Stock will shall be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be immediately subject to all this escrow, deposited with the Escrow Holder and included thereafter as “Unvested Shares” for purposes of this Agreement and the repurchase rights of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All To insure the availability for delivery of Xxxxxx’s Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of Restricted Stock willthe Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities Secretary of the Company, or such other change person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the corporate structure Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company affecting and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of Restricted Stock will be increased, reduced or otherwise changedthe Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by virtue of any the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such change Participant will in his dividends or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will distributions shall also be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award AgreementAgreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option.

Escrow of Shares. (a) All Shares of Restricted Stock willshall be held in escrow by the Company, upon execution of this Award Agreement, be delivered and deposited with an as escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as is hereby directed to transfer the Unvested Shares of Restricted Stock vest in accordance with this Agreement or instructions signed by both the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for Stockholder and the Company. If the Company or any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of assignee exercises its judgment. (c) Upon Participant’s termination as a Service Provider for any reasonrepurchase rights hereunder, the Escrow Holder, upon receipt of written notice of such terminationexercise from the Company or such assignee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Companysuch transfer. Participant The Stockholder hereby appoints grants the Escrow Holder with full an irrevocable power of substitution, as Participant's true and lawful attorney‑in‑fact attorney coupled with irrevocable power and authority in the name and on behalf of Participant an interest to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary actions required to transfer the certificate or certificates evidencing effect such unvested Shares of Restricted Stock to the Company upon such termination. (d) transfer. The Escrow Holder will take all steps necessary may act in reliance upon advice of counsel in reference to accomplish any matter(s) connected with this Agreement, and shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence. With respect to any Unvested Shares that become Vested Shares, the transfer Company may, at its option, issue a new certificate for the number of shares which have become Vested Shares of Restricted Stock and shall deliver such certificate to Participant after they vest following Participant’s request that the Stockholder and shall deliver to the Escrow Holder do so. (e) a new certificate for the remaining Unvested Shares in exchange for the certificate then being held by the Escrow Holder, provided that any Vested Shares so delivered shall remain subject to the applicable provisions of this Agreement. Subject to the terms hereof, Participant will the Stockholder shall have all the rights of a stockholder with respect to the Shares while they are held in escrow. If, from time to time while the Escrow Holder is holding Shares, there is any stock dividend, stock split or other change in or respecting such Shares, including without limitation, the right to vote automatic conversion of the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, into voting common stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, any and all new, substituted or other change in additional securities to which the corporate structure Stockholder is entitled by reason of the Company affecting the Shares, Stockholder’s ownership of the Shares of Restricted Stock will shall be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be immediately subject to all this escrow, deposited with the Escrow Holder and included thereafter as “Unvested Shares” or “Vested Shares,” as applicable, for purposes of this Agreement and the repurchase rights of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Unvested Shares of Restricted Stock willshall be held in escrow by the Company, upon execution of this Award Agreement, be delivered and deposited with an as escrow holder designated by the Company (the “Escrow Holder”), together with a stock assignment executed by the Stockholder with respect to such Shares. The Escrow Holder is hereby directed to permit transfer of the Unvested Shares in accordance with this Agreement or instructions signed by both the Stockholder and the Company. The Escrow Holder shall not in any way be bound or affected by any notice or modification or cancellation of Restricted Stock will be held by the provisions of this Agreement, unless certified to the Escrow Holder until such time as in a writing signed by the Shares parties hereto. No changes to this Agreement relating to the rights and duties of Restricted Stock vest or the date Participant ceases to Escrow Holder shall be a Service Provider. (b) effective without the consent of the Escrow Holder. The Escrow Holder will shall be entitled to rely on any judgment, certification, demand or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any such judgment. The Escrow Holder shall not be under any duty to give any securities, checks, monies, or other documents held by it hereunder any greater degree of care than it gives its own similar property or monies. The Escrow Holder may act in reliance upon any instrument or signature believed by it to be genuine, and may assume that any person purporting to give any notice or receipt of advice or make any statement in connection with this Agreement has been duly authorized to do so. The Escrow Holder may act in reliance upon advice of counsel in reference to any matter(s) connected with this Agreement, and shall not be liable for any act it may do mistake of fact or omit to do with respect to holding the Shares error of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider , or for any reasonacts or omissions of any kind, unless caused by its willful misconduct or gross negligence. The Company and the Stockholder jointly and severally indemnify and hold the Escrow Holder harmless from any claim, action, loss, cost, expense or damage arising out of or relating to the escrow set forth herein, including without limitation, any of the foregoing arising out of claims or actions now or hereafter made or brought against the Escrow Holder by any party hereto or by any third party (such indemnification to include all costs and expenses incurred by the Escrow Holder, including, but not limited to, court costs and attorneys’ fees). If the Company or any assignee exercises its repurchase option hereunder, the Escrow Holder, upon receipt of written notice of such terminationoption exercise from the Company or such assignee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Companysuch transfer. Participant The Stockholder hereby appoints grants the Escrow Holder with full an irrevocable power of substitutionattorney, as Participant's true and lawful attorney‑in‑fact which shall be coupled with irrevocable power and authority in the name and on behalf of Participant an interest, to take any action and execute all documents actions required to effect such transfer. With respect to any Unvested Shares that become Vested Shares pursuant to Section 4, the Company, upon the written request of the Stockholder, shall issue a new certificate for the number of Shares which have become Vested Shares and instruments, including, without limitation, stock powers which may be necessary to transfer the shall deliver such certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary Stockholder and shall deliver to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) a new certificate for the remaining Unvested Shares in exchange for the certificate then being held by the Escrow Holder. Subject to the terms hereof, Participant will the Stockholder shall have all the rights of a stockholder with respect to the Unvested Shares while they are held in escrow, including without limitation, the right to vote the Unvested Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time while the event of Escrow Holder is holding Unvested Shares, there is any dividend stock dividend, stock split or other distribution (whether change in or respecting the form of cash, Shares, other securitiesany and all new, substituted or other property)additional securities to which the Stockholder is entitled by reason of his or her ownership of the Unvested Shares shall be immediately subject to this escrow, recapitalizationdeposited with the Escrow Holder and included thereafter as “Unvested Shares” for purposes of this Agreement and the repurchase option of the Company. It is understood and agreed that should any dispute arise with respect to the delivery, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, ownership or exchange right of possession of the Shares or other securities held by the Escrow Holder hereunder, the Escrow Holder is authorized and directed to retain in its possession without liability to anyone all or any part of said Shares or other securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but it shall be under no duty whatsoever to institute or defend any such proceedings. All reasonable costs, fees and disbursements incurred by the Escrow Holder in connection with the performance of its duties hereunder shall be borne by the Company, or other change in . With the corporate structure consent of the Company affecting the Shares, Escrow Holder may appoint a successor Escrow Holder from time to time. The Escrow Holder shall not be required to sign this Agreement in order for the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered foregoing provisions to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantseffective. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's ’s true and lawful attorney‑in‑fact attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereonthereon as when the Shares are released from escrow. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Shares of Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All of the Shares of Restricted Stock will, upon execution of issued under this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will Agreement shall be held by the Secretary of the Company or his designee (the "Escrow Holder Holder"), along with a stock assignment executed by the Founder in blank, until the expiration in full of the Company's option to repurchase such time Shares as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Providerset forth above. (b) The Escrow Holder will not is hereby directed to permit transfer of the Shares only in accordance with this Agreement or instructions signed by both parties. In the event further instructions are desired by the Escrow Holder, he shall be liable entitled to rely upon directions executed by a majority of the authorized number of the Company's Board of Directors. The Escrow Holder shall have no liability for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow omission hereunder while acting in good faith and in the exercise of its his own judgment. (c) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee exercises its repurchase option hereunder, the Escrow Holder, upon receipt of written notice of such terminationoption exercise from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationtransfer. (d) The Escrow Holder will take all steps necessary to accomplish When the transfer repurchase option has been exercised or expires unexercised or a portion of the Shares of Restricted Stock to Participant after they vest following Participant’s has been released from such repurchase option, upon Founder's request that the Escrow Holder do soshall promptly cause a new certificate to be issued for such released shares and shall deliver such certificates to the Founder. (e) Subject to the terms hereof, Participant will the Founder shall have all the rights of a stockholder with respect to the such Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time during the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities term of the Company's repurchase option, there is (i) any stock dividend, stock split or other change in the corporate structure of the Company affecting the Shares, the Shares or (ii) any merger or sale of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of the Company, any and restrictions all new, substituted or additional securities to which were applicable to the unvested Founder is entitled by reason of his ownership of the Shares of Restricted Stock pursuant shall be immediately subject to this Award Agreement. If Participant receives rights or warrants escrow, deposited with respect to any unvested Shares the Escrow Holder and included thereafter as "Shares" for purposes of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany's repurchase option. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares shall be held in escrow by the person serving from time to time as the corporate Secretary of Restricted Stock willthe Company, upon execution of this Award Agreement, be delivered and deposited with an as escrow holder designated by the Company (the “Escrow Holder”). The Shares execution of Restricted Stock will be held this Agreement by the Purchaser shall constitute a stock assignment executed by the Purchaser with respect to the transfer of the Shares in accordance with this Agreement. The Escrow Holder until such time as is hereby directed to permit transfer of Shares in accordance with this Agreement or instructions signed by both the Shares of Restricted Stock vest or Purchaser and the date Participant ceases to be a Service ProviderCompany. (b) The Escrow Holder will not shall be liable for entitled to rely on any act judgment, certification, demand or other writing delivered to it may do hereunder without being required to determine the authenticity or omit to do with respect to holding the Shares correctness of Restricted Stock in escrow while acting in good faith and in any fact stated therein, the exercise propriety or validity of its the service thereof, or the jurisdiction of the court issuing any such judgment. (c) Upon Participant’s termination as a Service Provider The Escrow Holder may act in reliance upon any instrument or signature believed by it to be genuine, and may assume that any person purporting to give any notice or receipt of advice or make any statement in connection with this Agreement has been duly authorized to do so. (d) The Escrow Holder may act in reliance upon advice of counsel in reference to any matter(s) connected with this Agreement, and shall not be liable for any reasonmistake of fact or error of judgment, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence. (e) If the Shares are forfeited in accordance with the provisions of this Agreement, the Escrow Holder, upon receipt of written notice of such terminationforfeiture from the Company, will shall take all steps necessary to accomplish the transfer of the unvested Unvested Shares of Restricted Stock to the Company. Participant The Purchaser hereby appoints grants the Escrow Holder with full a power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant attorney to take any action and execute all documents actions required to effect such transfer. If the Unvested Shares become Vested Shares in accordance with the provisions of this Agreement, the Company shall advise the Escrow Holder of the occurrence of such event, and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or Escrow Holder shall promptly deliver certificates evidencing such unvested for the Vested Shares of Restricted Stock to the Company upon such terminationPurchaser. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (ef) Subject to the terms hereof, Participant will the Purchaser shall have all the rights of a stockholder shareholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time while the event of any dividend or other distribution (whether in the form of cash, Escrow Holder is holding Shares, other securities, or other property), recapitalizationthere is any stock dividend, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, split or other change in the corporate structure of the Company affecting or respecting the Shares, any and all new, substituted or additional securities to which the Purchaser is entitled by reason of his ownership of the Shares of Restricted Stock will shall be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be immediately subject to all this escrow, deposited with the Escrow Holder and included thereafter as "Shares” for purposes of this Agreement and the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsforfeiture provisions hereof. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as It is understood and agreed that should any dispute arise with respect to the restrictions on transfer set forth delivery, ownership or right of possession of the Shares, the Escrow Holder is authorized and directed to retain in its possession without liability to anyone all or any part of said Shares until otherwise directed by the joint written instructions of the Purchaser and the Company. (h) All costs, fees and disbursements incurred by the Escrow Holder in connection with the performance of its duties hereunder shall be borne by the Company. (i) The parties hereto understand that any law firm of which the Escrow Holder is a partner or employee may act as legal counsel to the Company, and that said firm may continue to so act as such counsel in the event of any dispute in connection with this Award AgreementAgreement or any transaction contemplated herein or affected hereby. (j) The Escrow Holder shall not be required to sign this Agreement in order for the foregoing provisions to be effective.

Escrow of Shares. (a) a. All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) b. The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow and while acting in good faith and in the exercise of its judgment. (c) c. Upon Participant’s termination as Participant ceasing to be a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's ’s true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) d. The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) e. Subject to the terms hereof, Participant will shall have all the rights of a stockholder with respect to the such Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. thereon (subject to subsection (f) below). f. In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) g. The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All 4.1 To ensure the availability for delivery of the Stockholder's Unreleased Shares of Restricted Stock willupon repurchase by the Company pursuant to the Company's repurchase option under Section 1 above, the Stockholder shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “Escrow Holder”). share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as EXHIBIT A. The Unreleased Shares of Restricted Stock will and stock assignment shall be held by the Escrow Holder until such time as Company pursuant to the Shares terms of Restricted Stock vest or the date Participant ceases to be a Service Providerthis Agreement. (b) 4.2 The Escrow Holder will Company shall not be liable for any act it may do or omit to do with respect to holding the Unreleased Shares of Restricted Stock in escrow and while acting in good faith and in the exercise of its good faith judgment. (c) Upon Participant’s termination as a Service Provider for 4.3 If the Company or any reasonassignee exercises its repurchase option hereunder, the Escrow HolderCompany, upon receipt of written notice of such terminationoption exercise from the proposed transferee, will shall take all steps necessary to accomplish such transfer. 4.4 When the transfer repurchase option has been exercised or expires unexercised or a portion of the unvested Shares of Restricted Stock has been released from such repurchase option, upon Stockholder's request the Company shall promptly cause a new certificate to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true be issued for such released Shares and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the shall deliver such certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationor the Stockholder, as the case may be. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) 4.5 Subject to the terms hereof, Participant will the Stockholder shall have all the rights of a stockholder with respect to the such Unreleased Shares while they are held in escrow, including without limitation, the right to vote the Unreleased Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time during the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities term of the Company's repurchase option, there is (i) any stock dividend, stock split or other change in the corporate structure Unreleased Shares, or (ii) any acquisition, merger or sale of assets of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to which does not release all of the conditions Unreleased Shares from the Company's repurchase option, any and restrictions all new, substituted or additional securities to which were applicable to the unvested Stockholder is entitled by reason of the Stockholder's ownership of the Unreleased Shares of Restricted Stock pursuant shall be immediately subject to this Award Agreement. If Participant receives rights or warrants , deposited with respect to any unvested Shares the Company and included thereafter as "Unreleased Shares" for purposes of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany's repurchase option. 4.6 THE STOCKHOLDER ACKNOWLEDGES AND AGREES THAT THE RELEASE OF SHARES FROM THE REPURCHASE OPTION OF THE COMPANY PURSUANT TO SECTION 2 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OF THE COMPANY (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award AgreementEXCEPT AS PROVIDED IN SECTION 2.2). THE STOCKHOLDER FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH THE STOCKHOLDER'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE THE STOCKHOLDER'S EMPLOYMENT RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.

Escrow of Shares. (a) All Shares that are subject to repurchase by the Company pursuant to Section 4 (collectively, "Escrowed Shares") shall be either (i) held in escrow by the Secretary of Restricted Stock will, upon execution the Company as escrow agent (the "Escrow Agent") together with one or more stock powers executed in blank and in a form legally sufficient to effect the transfer of this Award Agreement, be delivered and deposited with an escrow holder such Escrowed Shares; or (ii) held in a single brokerage account designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held Purchaser and approved by the Company, which approval shall not be unreasonably withheld. If the Purchaser chooses to place the Escrowed Shares in a designated brokerage account pursuant to this Section 5(a), the Purchaser will make diligent and reasonable efforts to obtain from the broker and provide to the Company's General Counsel a copy of a "Broker Instruction/Representation Form" signed by the broker and in substantially the same form as attached hereto as Exhibit A, which form may be modified and amended by the Company from time to time in the Company's discretion as necessary or appropriate to maintain compliance with applicable laws, rules and regulations regarding transactions in the Company's securities. Shares that are no longer subject to repurchase by the Company pursuant to Section 4 shall be released from escrow at the Purchaser's request, and the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases Agent shall promptly cause a new certificate to be a Service Providerissued for such released Shares and shall deliver such certificate to the Purchaser. (b) The Escrow Holder will not Agent is hereby directed to permit transfers of Escrowed Shares only in accordance with this Agreement or upon receipt of instructions signed by both parties. In the event further instructions are desired by the Escrow Agent, he shall be liable entitled to rely upon directions executed by a majority of the authorized number of the Company's directors (excluding the Purchaser if he is then a member of the Board). The Escrow Agent shall have no liability for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow omission hereunder while acting in good faith and in the exercise of its his own judgment, and shall be entitled to indemnification from the Company to the full extent permitted by applicable law in respect of his service as Escrow Agent. (c) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee repurchases Shares pursuant to Section 4, the Escrow HolderAgent, upon receipt of written notice of such terminationexercise from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationtransfer. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will the Purchaser and each of his permitted assigns shall, as a record owner of Shares, have all the rights of a stockholder with respect to the Escrowed Shares while they are held in escrowescrow or otherwise held in accordance with this Section 5, including without limitation, the right to vote the Escrowed Shares and to receive any cash dividends and other distributions declared thereon. , provided that any non-cash dividends or distributions shall be immediately deposited with the Escrow Agent to be held in escrow together with the Escrowed Shares or placed in the brokerage account designated by the Purchaser in accordance with this Section 5. If, from time to time prior to the termination of the Company's repurchase rights, there is (fi) In any stock dividend, stock split or like change in the event Shares or (ii) any merger or sale of any dividend all or substantially all of the assets or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities acquisition of the Company, any and all new, substituted or other change additional securities to which the Purchaser is entitled by reason of his ownership of Escrowed Shares shall be immediately subject to this Section 5 and deposited with the Escrow Agent or placed in the corporate structure designated brokerage account and included thereafter as "Escrowed Shares" for purposes of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All To ensure the availability for delivery of the Purchaser’s Unreleased Shares of Restricted Stock willupon repurchase by the Company pursuant to the Repurchase Option, the Purchaser shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “Escrow Holder”)) the share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A-2. The Unreleased Shares of Restricted Stock will and stock assignment shall be held by the Escrow Holder Holder, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached hereto as Exhibit A-3, until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service ProviderCompany’s Repurchase Option expires. (b) The Escrow Holder will shall not be liable for any act it may do or omit to do with respect to holding the Unreleased Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee exercises the Repurchase Option hereunder, the Escrow Holder, upon receipt of written notice of such terminationexercise from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationtransfer. (d) The Escrow Holder will take all steps necessary to accomplish When the transfer Repurchase Option has been exercised or expires unexercised or a portion of the Shares of Restricted Stock to Participant after they vest following Participant’s has been released from the Repurchase Option, upon request that the Escrow Holder do soshall promptly cause a new certificate to be issued for the released Shares and shall deliver the certificate to the Company or the Purchaser, as the case may be. (e) Subject to the terms hereof, Participant will the Purchaser shall have all the rights of a stockholder shareholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. . If, from time to time during the term of the Repurchase Option, there is (fi) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalizationstock dividend, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, split or other change in the corporate structure of the Company affecting the Shares, the Shares or (ii) any merger or sale of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of the Company, any and restrictions all new, substituted or additional securities to which were applicable to the unvested Purchaser is entitled by reason of the Purchaser’s ownership of the Shares of Restricted Stock pursuant shall be immediately subject to this Award Agreement. If Participant receives rights or warrants escrow, deposited with respect to any unvested Shares the Escrow Holder and included thereafter as “Shares” for purposes of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsRepurchase Option. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). a. The Shares of Restricted Stock will issued under this Agreement shall be held by the Secretary of the Company as escrow holder ("Escrow Holder Holder"), along with a stock assignment executed by the Purchaser in blank, until the expiration of the Company's Repurchase Option with respect to such time Shares as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Providerset forth above. (b) b. The Escrow Holder will not is hereby directed to permit transfer of the Shares only in accordance with this Agreement or instructions signed by both parties. In the event further instructions are desired by the Escrow Holder, he shall be liable entitled to rely upon directions executed by a majority of the authorized number of the Company's Board of Directors. The Escrow Holder shall have no liability for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow omission hereunder while acting in good faith and in the exercise of its his own judgment. (c) Upon Participant’s termination as a Service Provider for c. If the Company or any reasonassignee exercises its Repurchase Option hereunder, the Escrow Holder, upon receipt of written notice of such terminationoption exercise from the proposed transferee, will shall take all steps necessary to accomplish such transfer. d. When the transfer Repurchase Option has been exercised or expires unexercised or a portion of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints has been released from such Repurchase Option, upon Purchaser's request the Escrow Holder with full power of substitution, as Participant's true shall promptly cause a new certificate to be issued for such released Shares and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the shall deliver such certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationPurchaser. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) e. Subject to the terms hereof, Participant will the Purchaser shall have all the rights of a stockholder with respect to the such Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time during the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities term of the Company's Repurchase Option, there is (i) any stock dividend, stock split or other change in the corporate structure of the Company affecting the Shares, the Shares or (ii) any merger or sale of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of the Company, any and restrictions all new, substituted or additional securities to which were applicable to the unvested Purchaser is entitled by reason of his ownership of the Shares of Restricted Stock pursuant shall be immediately subject to this Award Agreement. If Participant receives rights or warrants escrow, deposited with respect to any unvested Shares the Escrow Holder and included thereafter as "Shares" for purposes of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany's repurchase option. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (aThe Certificate(s) All Shares of Restricted Stock willrepresenting all Shares, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will subject to repurchase pursuant to Section 7(b) shall be held by the Secretary of the Company as escrow holder (the "Escrow Holder"), along with a stock power executed by the applicable Restricted Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) in blank. The Escrow Holder will not is hereby directed to permit transfer of such Shares only in accordance with this Agreement and the Stockholders Agreement. In the event further instructions are desired by the Escrow Holder, he shall be liable entitled to rely upon written directions of the Board of Directors (excluding Vento and Xxxxxxxx). The Escrow Holder shall have no liability for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow omission hereunder while acting in good faith and in the exercise of its his own judgment. (c) Upon Participant’s termination as a Service Provider for . If the Company or any reasonassignee repurchases any of such Shares pursuant to this Section 7, the Escrow Holder, upon receipt of written notice of such terminationrepurchase from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of such repurchase. From time to time, upon a Restricted Stock to the Company. Participant hereby appoints Holder's request, the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in shall: (i) cancel the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (dcertificate(s) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that held by the Escrow Holder do so. and representing such Shares, (eii) cause new certificate(s) to be issued representing the number of Shares no longer subject to repurchase pursuant to this Section 7, which certificate(s) the Escrow Holder shall deliver to such Restricted Holder, and (iii) cause new certificate(s) to be issued representing the balance of such Shares, which certificate(s) shall be held in escrow by the Escrow Holder in accordance with the provisions of this Section 7(d). Subject to the terms hereof, Participant will a Restricted Holder shall have all the rights of a stockholder with respect to the such Shares while they are held in escrow, including without limitation, the right to vote the such Shares and to receive any cash dividends declared thereon. . If, from time to time during the term of the Company's repurchase right, there is (fi) In the event of any dividend stock dividend, stock split or other distribution (whether change in the form of cash, such Shares, other securities, or (ii) any merger or sale of all or substantially all of the assets or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities acquisition of the Company, or other change in the corporate structure of the Company affecting the Sharesany and all new, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new substituted or additional or different shares securities to which such Restricted Holder is entitled by reason of stock, cash or securities (other than rights or warrants to purchase securities); his ownership of such new or additional or different shares, cash or securities will thereupon Shares shall be considered to be unvested Shares of Restricted Stock and will be immediately subject to all this escrow, deposited with the Escrow Holder and included thereafter as "Shares" for purposes of this Agreement and the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany's repurchase right. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow and while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's ’s true and lawful attorney‑in‑fact attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will shall have all the rights of a stockholder with respect to the such Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock will be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All To insure the availability for delivery of the Employee's Unreleased Shares of Restricted Stock willupon repurchase by the Company pursuant to the Company's Repurchase Option, the Employee shall upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “"Escrow Holder”)") the share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached as Exhibit A-1. The Unreleased Shares of Restricted Stock will and stock assignment shall be held by the Escrow Holder pursuant to the Joint Escrow Instructions of the Company and Employee attached as Exhibit A-2, until such time as the Shares Company's rights of Restricted Stock vest or repurchase pursuant to the date Participant ceases Company's Repurchase Option no longer are in effect. As a further condition to be a Service Providerthe Company's obligations under this Agreement, the spouse of Employee, if any, shall execute and deliver to the Company the Consent of Spouse attached as Exhibit A-3. (b) The Escrow Holder will shall not be liable for any act it may do or omit to do with respect to holding the Unreleased Shares of Restricted Stock in escrow and while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee exercises its Repurchase Option hereunder, the Escrow Holder, upon receipt of written notice of such terminationoption exercise from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationtransfer. (d) The Escrow Holder will take all steps necessary to accomplish When the transfer Repurchase Option has been exercised or expires unexercised or a portion of Shares of Restricted Stock to Participant after they vest following Participant’s has been released from such Repurchase Option, upon the Employee's request that the Escrow Holder do soshall promptly cause a new certificate to be issued for such released shares and shall deliver such certificate to the Employee without the legend referred to in Section 5 below. (e) Subject to the terms hereof, Participant will the Employee shall have all the rights of a stockholder shareholder with respect to the such Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time during the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities term of the Company's Repurchase Option, there is (i) any stock dividend, stock split or other change in the corporate structure of the Company affecting the Shares, the Shares or (ii) any merger or sale of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of the Company, any and restrictions all new, substituted or additional securities to which were applicable to the unvested Employee is entitled by reason by the Employee's ownership of the Shares of Restricted Stock pursuant shall be immediately subject to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be escrow (subject to all Section 2(c) above), deposited with the Escrow Holder and included thereafter as "Shares" for purposes of this Agreement and the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany's Repurchase Option. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (aThe Certificate(s) All representing all Restricted Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will shall be held by the Secretary of the Company as escrow holder (the "Escrow Holder until such time as Holder"), along with a stock power executed by the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) Executive in blank. The Escrow Holder will not is hereby directed to permit transfer of such shares only in accordance with this Agreement and the Stockholders Agreement. In the event further instructions are desired by the Escrow Holder, he shall be liable entitled to rely upon written directions of the Board of Directors of the Company (excluding any Senior Executive that is a director of the Company). The Escrow Holder shall have no liability for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow omission hereunder while acting in good faith and in the exercise of its his own judgment. (c) Upon Participant’s termination as a Service Provider for . The Company agrees to indemnify and hold Escrow Holder free and harmless from and against any reasonand all losses, costs, damages, liabilities or expenses, including counsel fees to which Escrow Holder may be put or which he may incur by reason of or in connection with the escrow arrangement hereunder. If the Company or any assignee repurchases any of the Restricted Shares pursuant to this Section 7, the Escrow Holder, upon receipt of written notice of such terminationrepurchase from the proposed transferee, will shall take all steps necessary to accomplish such repurchase. From time to time, upon Executive's request, Escrow Holder shall: (i) cancel the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints certificate(s) held by the Escrow Holder with full power of substitutionand representing Restricted Shares, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in (ii) cause new certificate(s) to be issued representing the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares number of Restricted Stock Shares no longer subject to the Company upon such termination. repurchase pursuant paragraphs (di), (ii) The Escrow Holder will take all steps necessary to accomplish the transfer and (iii) of Shares of Restricted Stock to Participant after they vest following Participant’s request that Section 7(b), which certificate(s) the Escrow Holder do so. shall deliver to Executive, and (eiii) cause new certificate(s) to be issued representing the balance of the Restricted Shares, which certificate(s) shall be held in escrow by the Escrow Holder in accordance with the provisions of this Section 7(d). Subject to the terms hereof, Participant will Executive shall have all the rights of a stockholder with respect to the Restricted Shares while they are held in escrow, including without limitation, the right to vote the Restricted Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time during the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities term of the Company's repurchase right, there is (i) any stock dividend, stock split or other change in the corporate structure of the Company affecting the Restricted Shares, the Shares or (ii) any merger or sale of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of the Company, any and restrictions all new, substituted or additional securities to which were applicable to such Executive is entitled by reason of his ownership of the unvested Restricted Shares of Restricted Stock pursuant shall be immediately subject to this Award Agreement. If Participant receives rights or warrants escrow, deposited with respect to any unvested Shares the Escrow Holder and included thereafter as "Restricted Shares" for purposes of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany's repurchase right. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All To ensure the availability for delivery of Participant’s Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Participant hereby appoints the Secretary of Restricted Stock willthe Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities Secretary of the Company, or such other change person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the corporate structure Grant Notice as Exhibit C to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company affecting and Participant attached as Exhibit D to the SharesGrant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares from the Company’s Repurchase Option, the escrow agent shall deliver to Participant the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Participant in accordance with the terms of Restricted Stock will be increased, reduced or otherwise changedthe Joint Escrow Instructions attached as Exhibit D to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by virtue of any the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such change Participant will in his dividends or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will distributions shall also be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award AgreementAgreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option.

Escrow of Shares. (a1) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will issued under this Agreement shall be held by the Secretary of the Company as escrow holder ("Escrow Holder Holder"), along with a stock assignment executed by the Purchaser in blank, until the expiration of the Company's Repurchase Option with respect to such time Shares as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Providerset forth above. (b2) The Escrow Holder will not is hereby directed to permit transfer of the Shares only in accordance with this Agreement or instructions signed by both parties. In the event further instructions are desired by the Escrow Holder, he shall be liable entitled to rely upon directions executed by a majority of the authorized number of the Company's Board of Directors. The Escrow Holder shall have no liability for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow omission hereunder while acting in good faith and in the exercise of its his own judgment. (c3) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee exercises its Repurchase Option hereunder, the Escrow Holder, upon receipt of written notice of such terminationoption exercise from the proposed transferee, will shall take all steps necessary to accomplish such transfer. (4) When the transfer Repurchase Option has been exercised or expires unexercised or a portion of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints has been released from such Repurchase Option, upon Purchaser's request the Escrow Holder with full power of substitution, as Participant's true shall promptly cause a new certificate to be issued for such released Shares and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the shall deliver such certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationPurchaser. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e5) Subject to the terms hereof, Participant will the Purchaser shall have all the rights of a stockholder with respect to the such Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time during the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities term of the Company's Repurchase Option, there is (i) any stock dividend, stock split or other change in the corporate structure of the Company affecting the Shares, the Shares or (ii) any merger or sale of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of the Company, any and restrictions all new, substituted or additional securities to which were applicable to the unvested Purchaser is entitled by reason of his ownership of the Shares of Restricted Stock pursuant shall be immediately subject to this Award Agreement. If Participant receives rights or warrants escrow, deposited with respect to any unvested Shares the Escrow Holder and included thereafter as "Shares" for purposes of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany's repurchase option. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service ProviderProvider (if earlier). (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock (after giving effect to any accelerated vesting resulting from such termination) to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's ’s true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held unvested; provided, however, that if any (x) dividends or distributions are paid in escrow, including without limitationShares or other property, the right Shares or other property will be subject to vote the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid and to receive any (y) dividends are paid in cash, such cash dividends declared thereonwill be withheld (in the Company’s general assets) and paid only upon the vesting of the underlying Shares of Restricted Stock (with such cash dividends to be forfeited upon the forfeiture of the underlying Shares of Restricted Stock). (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company Company, affecting the Shares, in which the Shares of Restricted Stock will be are increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be (if applicable) is entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares As security for the faithful performance of Restricted Stock will, upon execution the ---------------- terms of this Award AgreementAgreement and to ensure the availability for delivery of the unvested Common Shares in case of an exercise of the Purchase Option, be delivered Purchaser shall deliver to and deposited deposit with an the escrow holder designated by the Company agent (the “"Escrow Holder”Agent") named in the Joint Escrow Instructions executed concurrently herewith (the "Joint Escrow Instructions"), 10 stock assignments duly endorsed (with date and number of shares blank) together with the certificate or certificates evidencing the shares of Common Stock purchased hereunder by Purchaser. The Shares of Restricted Stock will Such documents are to be held by the Escrow Holder until such time Agent and delivered by the Escrow Agent pursuant to the terms of the Joint Escrow Instructions, which shall be executed by Purchaser and the Company and delivered to the Escrow Agent concurrently with the execution of this Agreement. As promptly as the Shares of Restricted Stock vest or the practicable after each vesting date Participant ceases to be a Service Provider. under this Agreement (b) The Escrow Holder will not be liable for any act it may do or omit to do but, with respect to holding ETA Stock, only after the Shares of Restricted Stock in escrow while acting in good faith and in Company is able to determine whether or not the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reasonapplicable Performance Criteria have been met), the Company shall notify Purchaser and the Escrow HolderAgent in writing of the aggregate vesting and non-vesting to that date of Common Shares and ETA Stock, and the Escrow Agent shall, within 30 days after receipt of such notice, deliver to Purchaser certificates representing that number of Purchaser's Common Shares that such notice states have become vested (less such shares, the certificates for which have been previously delivered). From time to time, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change the Escrow Agent shall deliver to the Company certificates representing that number of Common Shares which the Company shall have purchased upon exercise of the Purchase Option, unless Purchaser objects in the corporate structure manner provided in the Joint Escrow Instructions. In the case of any conflict or inconsistency between this Section 5 and the Company affecting the SharesJoint Escrow Instructions, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsJoint Escrow Instructions shall control. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All To ensure the availability for delivery of the Purchaser’s Unvested Shares upon exercise of Restricted Stock willthe Repurchase Option by the Company, the Purchaser shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “Escrow Holder”). ) and reasonably acceptable to the Purchaser the share certificates representing the Unvested Shares, together with the Assignment Separate from Certificate (the “Stock Assignment”) duly endorsed in blank, in the form attached hereto as Exhibit D. The Unvested Shares of Restricted and Stock will Assignment shall be held by the Escrow Holder Holder, pursuant to the Joint Escrow Instructions of the Company and Purchaser in the form attached as Exhibit E hereto, until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service ProviderCompany’s Repurchase Option expires. (b) The Escrow Holder will shall not be liable for any act it may do or omit to do with respect to holding the Unvested Shares of Restricted Stock in escrow and while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee exercises its Repurchase Option hereunder, the Escrow Holder, upon receipt of written notice of such terminationoption exercise from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationtransfer. (d) The Escrow Holder will take all steps necessary to accomplish When the transfer Repurchase Option has been exercised or expires unexercised, and a portion of the Shares of Restricted Stock to Participant after they vest following Participant’s request that has been released from such Repurchase Option, the Escrow Holder do soshall promptly upon request, but not more frequently than once each year, cause a new certificate to be issued for such released Shares and shall deliver such certificate to the Company or the Purchaser, as the case may be. (e) Subject to the terms hereof, Participant will the Purchaser shall have all the rights of a stockholder shareholder with respect to the such Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time during the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities term of the Company’s Repurchase Option, there is (i) any stock dividend, stock split or other change in the corporate structure of the Company affecting the Shares, the Shares or (ii) any merger or sale of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of the Company, any and restrictions all new, substituted or additional securities to which were applicable to the unvested Purchaser is entitled by reason of the Purchaser’s ownership of the Shares of Restricted Stock pursuant shall be immediately subject to this Award Agreement. If Participant receives rights or warrants escrow, deposited with respect to any unvested Shares the Escrow Holder and included thereafter as “Shares” for purposes of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany’s Repurchase Option. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Unvested Shares of Restricted Stock will, upon execution of this Award Agreement, shall be delivered and deposited with an held in escrow holder designated ("Escrowed Shares") by the Secretary of the Company as escrow agent (the “"Escrow Holder”Agent"). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable Agent is hereby directed to transfer Escrowed Shares to Purchaser or Purchaser's designee upon Vesting and in accordance with written instructions from Purchaser. The Escrow Agent shall have no liability for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow omission hereunder while acting in good faith and in the exercise of its his/her own judgment, and shall be entitled to indemnification from the Company to the full extent permitted by applicable law in respect of his/her service as Escrow Agent. (c) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee repurchases Shares pursuant to Section 4, the Escrow HolderAgent, upon receipt of written notice of such terminationexercise from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationtransfer. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will the Purchaser and each of his/her permitted assigns shall, as a record owner of Shares, have all the rights of a stockholder with respect to the Escrowed Shares while they are held in escrow, including without limitation, the right to vote the Escrowed Shares and to receive any cash dividends and other distributions declared thereon. , provided that any unvested non-cash dividends or distributions shall be immediately deposited with the Escrow Agent to be held in escrow together with the Escrowed Shares in accordance with this Section 5. If, from time to time prior to the vesting of the Escrowed Shares, there is (fi) In any stock dividend, stock split or like change in the event Shares or (ii) any merger or sale of any dividend all or substantially all of the assets or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities acquisition of the Company, or other change in the corporate structure of the Company affecting the Sharesany and all new, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new substituted or additional or different shares securities to which the Purchaser is entitled by reason of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon his/her ownership of Escrowed Shares shall be considered to be unvested Shares of Restricted Stock and will be immediately subject to all this escrow, deposited with the Escrow Agent and included thereafter as "Escrowed Shares" for purposes of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All To ensure the availability for delivery of the Purchaser's Unreleased Shares upon exercise of Restricted Stock willthe Repurchase Option by the Company, the Purchaser shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “"Escrow Holder”)") the share certificates representing the Unreleased Shares, together with the Assignment Separate from Certificate (the "Stock Assignment") duly endorsed in blank, attached hereto as Exhibit A-1. The Unreleased Shares of Restricted and Stock will Assignment shall be held by the Escrow Holder Holder, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit A-2 hereto, until such time as the Shares Company's Repurchase Option expires. As a further condition to the Company's obligations under this Agreement, the spouse of Restricted Stock vest or Purchaser, if any, shall execute and deliver to the date Participant ceases to be a Service ProviderCompany the Consent of Spouse attached hereto as Exhibit A-3. (b) The Escrow Holder will shall not be liable for any act it may do or omit to do with respect to holding the Unreleased Shares of Restricted Stock in escrow and while acting in good faith and in the exercise of its judgmentjudgment and the Company shall hold Escrow Holder harmless from any and all such liability, including attorneys fees and other expenses of defending against the assertion of any such claim. (c) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee exercises its Repurchase Option hereunder, the Escrow Holder, upon receipt of written notice of such terminationoption exercise from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationtransfer. (d) The Escrow Holder will take all steps necessary to accomplish When the transfer Repurchase Option has been exercised or expires unexercised or a portion of the Shares of Restricted Stock to Participant after they vest following Participant’s has been released from such Repurchase Option, upon Purchaser's request that the Escrow Holder do soshall promptly cause a new certificate to be issued for such released Shares and shall deliver such certificate to the Company or the Purchaser, as the case may be. (e) Subject to the terms hereof, Participant will the Purchaser shall have all the rights of a stockholder shareholder with respect to the such Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time during the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities term of the Company's Repurchase Option, there is (i) any stock dividend, stock split or other change in the corporate structure of the Company affecting the Shares, the Shares or (ii) any merger or sale of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of the Company, any and restrictions all new, substituted or additional securities to which were applicable to the unvested Purchaser is entitled by reason of the Purchaser's ownership of the Shares of Restricted Stock pursuant shall be immediately subject to this Award Agreement. If Participant receives rights or warrants escrow, deposited with respect to any unvested Shares the Escrow Holder and included thereafter as "Shares" for purposes of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany's Repurchase Option. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All To ensure the availability for delivery of Participant’s Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Participant hereby appoints the Secretary of Restricted Stock willthe Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities Secretary of the Company, or such other change person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached as Exhibit C to the corporate structure Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company affecting and Participant attached as Exhibit D to the SharesGrant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares from the Company’s Repurchase Option, the escrow agent shall deliver to Participant the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Participant in accordance with the terms of Restricted Stock will be increased, reduced or otherwise changedthe Joint Escrow Instructions attached as Exhibit D to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by virtue of any the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such change Participant will in his dividends or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will distributions shall also be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award AgreementAgreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company’s Repurchase Option.

Escrow of Shares. (a) All Shares of Restricted Stock which is the subject of the Grant will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock which is the subject of the Grant will be held by the Escrow Holder until such time as the Shares of such Restricted Stock vest vests or the date Participant ceases to be Grantee incurs a Service ProviderTermination of Service. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon ParticipantGrantee’s termination as a Termination of Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such terminationTermination of Service, will take all steps necessary to accomplish the transfer to the Company of the unvested Shares of Restricted Stock to which is the Companysubject of the Grant. Participant Grantee hereby appoints the Escrow Holder with full power of substitution, as Participant's Grantee’s true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant Grantee to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationTermination of Service. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of such Restricted Stock to Participant Grantee after they vest vesting, following ParticipantGrantee’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant Grantee will have all the rights of a stockholder with respect to the Shares represented by the Restricted Stock which is the subject of the Grant while they are held in escrow, including without limitation, the right to vote the such Shares and the right to receive any dividends; provided, however, Grantee agrees that cash dividends declared thereonthereon while the Restricted Stock which is the subject of the Grant remains held in escrow (except with respect to such Restricted Stock held in escrow with respect to which Grantee has made an election to be taxed immediately under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”)) shall constitute compensation (and not a dividend), subject to applicable tax withholding, solely for tax purposes and for purposes of the Amended and Restated Limited Partnership Agreement of Silver Bay Operating Partnership L.P., a Delaware limited partnership, dated as of December 19, 2012. (f) In the event If, by virtue of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property)distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of represented by the unvested Restricted Stock will be increased, reduced which are the subject of the Grant are increased or decreased or otherwise changedchanged or modified, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new exchanged or additional or different shares of stockconverted, cash or securities (other than rights or warrants to purchase securities); then such new or additional or different changed or modified Shares or shares, cash securities or securities other property (including cash) received by Grantee with respect to such unvested Restricted Stock will thereupon be considered to be held in the same manner as is held the unvested Shares of Restricted Stock and will be pursuant to this Agreement, subject to all of the terms, conditions and restrictions (including without limitation the terms of this Agreement providing for the lapse of such restrictions, and forfeiture, and the provisions of Paragraph 2(a) through (e) above and Paragraph 2(g) below) which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant Similarly, if Grantee receives rights or warrants with respect to any unvested Shares Restricted Stock which is the subject of Restricted Stockthe Grant, such rights or warrants may be held or exercised by ParticipantGrantee, provided that until such exercise any such rights or warrants and after such exercise any Shares or shares or other securities acquired by or upon the exercise of such rights or warrants will be considered to be unvested or treated on the same terms as Shares of unvested Restricted Stock Stock, and will be held in the same manner as is held the unvested Restricted Stock pursuant to this Agreement, subject to all of the terms, conditions and restrictions (including without limitation the terms of this Agreement providing for the lapse of such restrictions, and forfeiture, and the provisions of Paragraph 2(a) through (e) above and Paragraph 2(g) below) which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator Committee in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stockShares or shares, cash or securities, property (including cash), rights or warrants to purchase securities warrants, or Shares or shares or other securities acquired by or upon the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. In order to facilitate the performance of the ---------------- Optionee's obligations under this Agreement, the Optionee agrees to the following escrow provisions: (a) All Shares of Restricted Stock will, upon execution Until the provisions of this Award Section 13 terminate, as specified in Section 8 hereof, all Shares purchased pursuant to this Agreement, which at the time are Unvested Shares (the "Unreleased Shares"), shall be delivered and deposited with an held in escrow by the Company, as escrow holder designated ("Escrow Holder"), together with a stock assignment executed by the Company (the “Escrow Holder”)Optionee. The Escrow Holder is hereby directed to permit transfer of the Unreleased Shares of Restricted Stock will be held only in accordance with this Agreement or instructions signed by both the Optionee and the Company. In the event further instructions are desired by the Escrow Holder, the Escrow Holder until such time as shall be entitled to rely upon directions executed by a majority of the Shares members of Restricted Stock vest the Board. The Escrow Holder Shall have no personal liability for any act or omission hereunder while acting in good faith in the date Participant ceases to be a Service Providerexercise of the Escrow Holder's own judgment. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding If the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of Company exercises its judgment. (c) Upon Participant’s termination as a Service Provider for any reasonrepurchase rights hereunder, the Escrow Holder, upon receipt of written notice of such terminationexercise from the Company, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationrepurchase. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (ec) Subject to the terms hereof, Participant will the Optionee shall have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. If, from time to time while the Escrow Holder is holding Unreleased Shares, there is (i) any stock dividend, stock split or other change in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which the undersigned is entitled by reason of his or her ownership of the Unreleased Shares shall be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter purchaser as "Shares" for purposes of this Agreement and the Company's repurchase rights under Section 5 hereof. (d) It is understood and agreed that should any dispute arise with respect to the delivery, ownership or right of possession of the Shares or other securities held by the Escrow Holder hereunder, the Escrow Holder is authorized and directed to retain in the Escrow Holder's possession without liability to anyone all or any part of said Shares or other securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Holder shall be under no duty whatsoever to institute or defend any such proceedings. (e) The Escrow Holder reserves the right, upon notice to the Company and the Optionee, to resign from the Escrow Holder's duties as Escrow Holder and to appoint a substitute Escrow Holder. (f) In The responsibility of the event Escrow Holder hereunder is limited to the use of good faith and reasonable care in the performance of the Escrow Holder's obligations, and the Escrow Holder shall not be liable for the performance of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will duties except those expressly provided by this Agreement to be increased, reduced or otherwise changedperformed. The Escrow Holder may rely, and shall be protected in acting or refraining from acting, upon any written notice or request furnished to the Escrow Holder hereunder and believed by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered the Escrow Holder to be unvested Shares of Restricted Stock genuine and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights have been signed or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired presented by the exercise of such rights proper party or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsparties. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) . The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) . Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's ’s true and lawful attorney‑in‑fact attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) . The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) . Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) . In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) . The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock willConcurrently with the execution and delivery hereof, upon execution of this Award AgreementOdzer shall deliver to the Escrow Agent certificates representing the Shares, be delivered and deposited with an escrow holder designated by the Company duly endorsed for transfer (the “Escrow Holder”"Certificates"). The Shares of Restricted Stock will , to be held by for so long as any Stock Options remain outstanding and such Certificates shall be retained in escrow pursuant to the Escrow Holder until such time as terms and subject to the Shares of Restricted Stock vest or the date Participant ceases to be a Service Providerconditions hereof. (b) The Escrow Holder will not be liable for any act it may do or omit Agent agrees to do with respect to holding hold the Shares in accordance with the terms and conditions of Restricted Stock in escrow while acting in good faith this Agreement and in for the exercise of its judgmentuses and purposes stated herein. (c) Upon Participant’s termination as a Service Provider for any reason, Odzer and the Company shall deliver to the Escrow HolderAgent the Form of Stock Option Agreement, upon receipt attached hereto as ANNEX A (the "Form Option Agreement"), to be retained in escrow in accordance with the terms and conditions of written notice of such termination, will take all steps necessary to accomplish this Agreement and for the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true uses and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationpurposes stated herein. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request It is understood and agreed that the Escrow Holder do soAgent's sole duties hereunder are as indicated herein and that the Escrow Agent in the performance of its duties hereunder shall incur no liability except for willful malfeasance and shall not be liable or responsible for anything done or omitted to be done in good faith as herein provided. The Company agrees to indemnify and save the Escrow Agent harmless from any claims, liabilities, judgments, attorneys' fees and other expenses of every kind and nature, which may be incurred by the Escrow Agent by reason of its acceptance of, and its performance under, this Agreement, except such as may arise because of the Escrow Agent's willful misconduct in performing the specified duties as Escrow Agent. The parties hereby agree that in no event shall any claim be made with respect to any conflict of interest in connection with Xxxx Marks & Xxxxx LLP's acting in its capacity of Escrow Agent and counsel to the Company. All reasonable expenses of the Escrow Agent incurred in connection with the exercise of its duties hereunder shall be borne by the Company. (e) Subject to The Escrow Agent may resign at any time upon giving the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held parties hereto thirty (30) days' prior written notice; in escrow, including without limitationsuch event, the right successor Escrow Agent shall be such person, firm or corporation as shall be selected by the Company and approved by Odzer in his reasonable discretion. It is understood and agreed that such resignation shall not be effective until a successor agrees to vote the Shares and to receive any cash dividends declared thereonact hereunder. (f) In Upon the event receipt of any dividend a notice and a certified or other distribution (whether in bank cashier's check for an amount equal to the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, full purchase price for the Shares from an optionee of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of any Stock Option pursuant to Section 3(b) of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of optionee's respective Option Agreement (as defined hereinafter), the conditions and restrictions which were applicable Company shall promptly give written notice thereof to the unvested Shares Escrow Agent and the Escrow Agent shall, within 10 business days of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion receipt of such new or additional shares of stocknotice, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as release and deliver to the restrictions on transfer Company Certificates representing such number of Shares as shall be set forth in this Award Agreementsuch notice against payment by the Company to Odzer for the Shares.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”), together with the Assignment Separate from Certificate (the “Stock Assignment”) duly endorsed in blank, attached hereto as Exhibit A-1. The Shares of Restricted Stock and the Stock Assignment will be held by the Escrow Holder until such time Holder, pursuant to the Joint Escrow Instructions of the Company and Participant attached as the Shares of Restricted Stock vest or the date Participant ceases to be a Service ProviderExhibit A-2 hereto. (b) The Escrow Holder will shall not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow and while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Unvested Shares of Restricted Stock to the Company. Upon the occurrence of a Milestone Deadline prior to the achievement of the applicable Milestone, the Escrow Holder, upon receipt of written notice of such failure to achieve the applicable Milestone, will take all steps necessary to accomplish the transfer of the Unvested Shares of Restricted Stock that fail to become Eligible Shares as a result of the occurrence of such Milestone Deadline, as specified in the vesting schedule set forth in the Notice of Grant. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's ’s true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Unvested Shares of Restricted Stock to the Company upon such terminationtermination or Milestone Deadline. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will shall have all the rights of a stockholder shareholder with respect to the such Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cashmerger, Sharesreorganization, other securities, or other property)consolidation, recapitalization, separation, liquidation, stock split, reverse stock split, reorganization, merger, consolidationdividend, split-up, spin-off, share combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the SharesCommon Stock, the Shares of Restricted Stock will shall be increased, reduced or otherwise changed, and by virtue of any such change Participant will shall in his or her capacity as owner of unvested the Unvested Shares of Restricted Stock that have been awarded to him or her be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will shall thereupon be considered to be unvested “Unvested Shares of Restricted Stock Stock” and will shall be subject to all of the conditions and restrictions which were applicable to the unvested Unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will shall be considered to be unvested Unvested Shares of Restricted Stock and will shall be subject to all of the conditions and restrictions which were applicable to the unvested Unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock willshall be held in escrow by the Company, upon execution of this Award Agreement, be delivered and deposited with an as escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as is hereby directed to transfer the Shares of Restricted Stock vest in accordance with this Agreement or instructions signed by both the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for Stockholder and the Company. If the Company or any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of assignee exercises its judgment. (c) Upon Participant’s termination as a Service Provider for any reasonrepurchase rights hereunder, the Escrow Holder, upon receipt of written notice of such terminationexercise from the Company or such assignee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Companysuch transfer. Participant The Stockholder hereby appoints grants the Escrow Holder with full an irrevocable power of substitution, as Participant's true and lawful attorney‑in‑fact attorney coupled with irrevocable power and authority in the name and on behalf of Participant an interest to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary actions required to transfer the certificate or certificates evidencing affect such unvested Shares of Restricted Stock to the Company upon such termination. (d) transfer. The Escrow Holder will take all steps necessary may act in reliance upon advice of counsel in reference to accomplish any matter(s) connected with this Agreement, and shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence. With respect to any Unvested Shares that become Vested Shares, the transfer Company may, at the request of the Stockholder option, issue a new certificate for the number of shares which have become Vested Shares of Restricted Stock and shall deliver such certificate to Participant after they vest following Participant’s request that the Stockholder and shall deliver to the Escrow Holder do so. (e) a new certificate for the remaining Unvested Shares in exchange for the certificate then being held by the Escrow Holder. Subject to the terms hereof, Participant will the Stockholder shall have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time while the event of any dividend or other distribution (whether in the form of cash, Escrow Holder is holding Shares, other securities, or other property), recapitalizationthere is any stock dividend, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, split or other change in or respecting such shares, any and all new, substituted or additional securities to which the corporate structure Stockholder is entitled by reason of its ownership of the Company affecting the Shares, the Shares of Restricted Stock will shall be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be immediately subject to all this escrow, deposited with the Escrow Holder and included thereafter as “Unvested Shares” or “Vested Shares,” as applicable, for purposes of this Agreement and the repurchase rights and rights of first refusal of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares shall be held in escrow until payment in full of Restricted Stock willthe note (if any) referred to on the cover page and thereafter all Unvested Shares shall be held in escrow by the Company, upon execution of this Award Agreement, be delivered and deposited with an as escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as is hereby directed to transfer the Unvested Shares of Restricted Stock vest in accordance with this agreement or instructions signed by both the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for Stockholder and the Company. If the Company or any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of assignee exercises its judgment. (c) Upon Participant’s termination as a Service Provider for any reasonrepurchase rights hereunder, the Escrow Holder, upon receipt of written notice of such terminationexercise from the Company or such assignee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Companysuch transfer. Participant The Stockholder hereby appoints grants the Escrow Holder with full an irrevocable power of substitution, as Participant's true and lawful attorney‑in‑fact attorney coupled with irrevocable power and authority in the name and on behalf of Participant an interest to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary actions required to transfer the certificate or certificates evidencing effect such unvested Shares of Restricted Stock to the Company upon such termination. (d) transfer. The Escrow Holder will take all steps necessary may act in reliance upon advice of counsel in reference to accomplish any matter(s) connected with this agreement, and shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence. With respect to any Unvested Shares that become Vested Shares, the transfer Company, upon the written request of the Stockholder, shall promptly issue a new certificate for the number of shares which have become Vested Shares of Restricted Stock and shall deliver such certificate to Participant after they vest following Participant’s request that the Stockholder and shall deliver to the Escrow Holder do so. (e) a new certificate for the remaining Unvested Shares in exchange for the certificate then being held by the Escrow Holder. Subject to the terms hereof, Participant will the Stockholder shall have all the rights of a stockholder with respect to the Unvested Shares while they are held in escrow, including without limitation, the right to vote the Unvested Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time while the event of any dividend or other distribution (whether in the form of cash, Escrow Holder is holding Unvested Shares, other securities, or other property), recapitalizationthere is any stock dividend, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, split or other change in or respecting such shares, any and all new, substituted or additional securities to which the corporate structure Stockholder is entitled by reason of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner ownership of unvested the Unvested Shares of Restricted Stock shall be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be immediately subject to all this escrow, deposited with the Escrow Holder and included thereafter as “Unvested Shares” for purposes of this agreement and the repurchase rights of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property)a reorganization, recapitalization, stock split, reverse stock splitdividend, reorganizationextraordinary cash dividend, combination of shares, merger, consolidation, split-rights offering, spin off, split off, split up, spin-off, combination, repurchase, or exchange of any other event identified by the Administrator affecting Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Sharesoccurs, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stockshares, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stockshares, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock Shares to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All To ensure the availability for delivery of the Unvested Shares upon the occurrence of Restricted Stock willa Forfeiture Event, the Employee shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “Escrow Holder”). ) the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, in the form attached hereto as Exhibit A. The Unvested Shares of Restricted Stock will and stock assignment shall be held by the Escrow Holder Holder, pursuant to the Joint Escrow Instructions of the Company and Employee attached hereto as Exhibit B, until such time as the Shares have vested. As a further condition to the Company’s obligations under this Agreement, the Company may require the spouse of Restricted Stock vest or Employee, if any, to execute and deliver to the date Participant ceases to be a Service Provider.Company the Consent of Spouse attached hereto as Exhibit C. (b) The Escrow Holder will shall not be liable for any act it may do or omit to do with respect to holding the Unvested Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination Except as a Service Provider otherwise provided herein, if and when the Shares Vest, certificates for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock shares endorsed with appropriate legends (if any) shall be delivered to the Company. Participant hereby appoints Employee within 90 days after the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing date such unvested Shares of Restricted Stock to the Company upon such terminationVest. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will the Employee shall have all the rights of a stockholder shareholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time during the event term of this Agreement, there is any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalizationstock dividend, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, split or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securitiesas a result of a Change of Control); such new , any and all new, substituted or additional or different shares, cash or securities will thereupon to which the Employee is entitled by reason of the Employee’s ownership of the Shares shall be considered to be unvested Shares of Restricted Stock and will be immediately subject to all this escrow, deposited with the Escrow Holder and included thereafter as “Shares” for purposes of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will issued under this Agreement shall be held by the Escrow Holder Holder, along with a stock assignment executed by the Purchaser in blank, until the expiration of the Company's option to repurchase such time Shares as set forth above. An additional 140,000 shares of the Shares Company's Common Stock which are presently outstanding in the name of Restricted Stock vest or the date Participant ceases to Purchaser shall also be a Service Providerheld in escrow as additional security for the Note. (b) The Escrow Holder will not is hereby directed to permit transfer of the Shares only in accordance with this Agreement or instructions signed by both parties. In the event further instructions are desired by the Escrow Holder, the Escrow Holder shall be liable entitled to rely upon directions executed by a majority of the authorized number of the Company's Board of Directors. The Escrow Holder shall have no liability for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow omission hereunder while acting in good faith and in the exercise of its the Escrow Holder's own judgment. (c) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee exercises its repurchase option hereunder, the Escrow Holder, upon receipt of written notice of such terminationoption exercise from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationtransfer. (d) The Escrow Holder will take all steps necessary When the repurchase option has been exercised or expires unexercised or a portion of the Shares has been released from such repurchase option and provided (i) the Note has been paid in full with respect to accomplish such Shares or (ii) so long as the transfer Note continues to be secured by twice the number of Shares of Restricted Stock shares purchased pursuant to Participant after they vest following Participant’s this Agreement, upon Purchaser's request that the Escrow Holder do soshall promptly cause a new certificate to be issued for such released Shares and shall deliver such certificate to the Purchaser. (e) Subject to the terms hereof, Participant will the Purchaser shall have all the rights of a stockholder shareholder with respect to the such Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time during the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities term of the Company's repurchase option, there is (i) any stock dividend, stock split or other change in the corporate structure of the Company affecting the Shares, the Shares or (ii) any merger or sale of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of the Company, any and restrictions all new, substituted or additional securities to which were applicable to the unvested Purchaser is entitled by reason of the Purchaser's ownership of the Shares of Restricted Stock pursuant shall be immediately subject to this Award Agreement. If Participant receives rights or warrants escrow, deposited with respect to any unvested Shares the Escrow Holder and included thereafter as "Shares" for purposes of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany's repurchase option. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. a. To ensure the performance of the Purchaser’s obligations hereunder, the Purchaser hereby appoints the Secretary of the Company (aor such Secretary’s designee) All (the “Secretary”) as escrow agent for the Unreleased Shares and as the Purchaser’s attorney-in-fact to sell, assign and transfer to the Company, all of Restricted Stock will, upon the Shares which the Company may repurchase pursuant to its exercise of the Repurchase Option. Upon execution of this Award Agreement, the Purchaser shall duly endorse and deliver to the Secretary in blank the stock power attached hereto, medallion signature guaranteed. Promptly following execution of this Agreement, the share certificates representing the Unreleased Shares shall be delivered and deposited with an escrow holder designated by to the Company (the “Escrow Holder”)Secretary. The Unreleased Shares of Restricted Stock will and the stock power shall be held by the Escrow Holder Secretary in escrow, until the earlier of (i) the closing of the exercise by the Company of the Repurchase Option with respect thereto, or (ii) subject to the proviso set forth in the following sentence, the vesting of Unreleased Shares in accordance with the vesting schedule set forth in Section 4 of this Agreement. The Secretary shall release or cause the release of Shares from the escrow established hereunder as such Shares vest pursuant to the vesting schedule; provided, however, that the Secretary shall have the discretion to effect such release in the manner he deems appropriate, and shall have no obligation to deliver certificates for Shares which have vested at any particular time or more frequently than once every year. Upon any such release, and as a condition thereto, the Purchaser shall deliver to the Secretary in accordance with this Section 3(a), any replacement certificates representing Unreleased Shares, with a stock power duly endorsed in blank, medallion signature guaranteed, to represent the continuing escrow of such Unvested Shares of Restricted Stock vest or the date Participant ceases to be a Service Providerin accordance herewith. (b) The Escrow Holder will not b. Neither the Company nor any of its officers, directors, employees or agents, shall be liable for any act it or any of them may do or omit to do with respect to holding or releasing the Shares of Restricted Stock in which are subject to the escrow while acting in good faith and in the exercise of its judgmentprovisions hereof. (c) Upon Participant’s termination as a Service Provider for c. This Agreement shall not affect in any reasonway the ownership, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer voting rights or other rights or duties of the unvested Shares of Restricted Stock Purchaser relating to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity except as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, specifically provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock Executive will, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an Flextronics International Ltd. (or such other escrow holder that may be designated by the Company Company) (the “Escrow Holder”)) the share certificates representing the Unreleased Shares, together with the Share Transfer Form (the “Share Assignment”) duly endorsed in blank, attached hereto as Exhibit A-1. The Unreleased Shares of Restricted Stock will and Share Assignment shall be held by the Escrow Holder Holder, pursuant to the Joint Escrow Instructions of the Company and Executive attached as Exhibit A-2 hereto, until such time as the Shares of Restricted Stock vest or the date Participant ceases pursuant to be a Service Providerthis Agreement. (b) The Escrow Holder will shall not be liable for any act it may do or omit to do with respect to holding the Unreleased Shares of Restricted Stock in escrow and while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination forfeiture of Unreleased Shares by Executive and related re-purchase of Shares by the Company as a Service Provider for any reasonset out in section 6 (Forfeiture) above, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer shall return the certificate or certificates evidencing such unvested Unreleased Shares of Restricted Stock to the Company upon such terminationand the Company shall arrange for the Company's Register of Members to be updated accordingly. (d) The Escrow Holder will take all steps necessary to accomplish If a portion of the transfer of Shares of Restricted Stock to Participant after they vest following Participanthas vested, upon Executive’s request that the Escrow Holder do soshall promptly cause a new certificate to be issued for such released Shares and shall deliver such certificate to the Company or Executive, as the case may be. (e) Subject Executive shall not have any rights to the terms hereof, Participant will have all the rights of a stockholder receive any payments or distributions with respect to any portion of the Shares while they are held that have not vested as of the time of such payments or distributions, in escrow, including without limitation, accordance with the right to vote terms of the Shares M&AA and to receive any cash dividends declared thereonthis Agreement. (f) In the event of any dividend or other distribution (whether in the form of cashmerger, Sharesreorganization, other securities, or other property)consolidation, recapitalization, separation, liquidation, stock split, reverse stock split, reorganization, merger, consolidationor share dividend, split-up, spin-off, share combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will shall be increased, reduced or otherwise changed, and by virtue of any such change Participant will Executive shall in his or her capacity as owner of unvested Unreleased Shares of Restricted Stock that have been awarded to him or her be entitled to new or additional or different shares in the capital of stock, cash the Company or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash shares or securities will shall thereupon be considered to be unvested Shares of Restricted Stock “Unreleased Shares” and will shall be subject to all of the conditions and restrictions which were applicable to the unvested Unreleased Shares of Restricted Stock pursuant to this Award Agreement. If Participant Executive receives rights or warrants with respect to any unvested Shares of Restricted StockUnreleased Shares, such rights or warrants may be held or exercised by ParticipantExecutive, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will shall be considered to be unvested Unreleased Shares of Restricted Stock and will shall be subject to all of the conditions and restrictions which were applicable to the unvested Unreleased Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Unvested Shares of Restricted Stock will, upon execution of this Award Agreement, shall be delivered and deposited with an held in escrow holder designated by the Company or its duly designated representative, as escrow holder (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as is hereby directed to transfer the Unvested Shares of Restricted Stock vest in accordance with this agreement or instructions signed by both the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for Stockholder and the Company. If the Company or any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of assignee exercises its judgment. (c) Upon Participant’s termination as a Service Provider for any reasonrepurchase rights hereunder, the Escrow Holder, upon receipt of written notice of such terminationexercise from the Company or such assignee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Companysuch transfer. Participant The Stockholder hereby appoints grants the Escrow Holder with full an irrevocable power of substitution, as Participant's true and lawful attorney‑in‑fact attorney coupled with irrevocable power and authority in the name and on behalf of Participant an interest to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary actions required to transfer the certificate or certificates evidencing effect such unvested Shares of Restricted Stock to the Company upon such termination. (d) transfer. The Escrow Holder will take all steps necessary may act in reliance upon advice of counsel in reference to accomplish any matter(s) connected with this agreement, and shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence. With respect to any Unvested Shares that become Vested Shares, the transfer Company, upon the written request of the Stockholder, shall promptly issue a new certificate for the number of shares which have become Vested Shares of Restricted Stock (if any Shares remain Unvested Shares) and shall deliver such certificate to Participant after they vest following Participant’s request that the Stockholder and shall deliver to the Escrow Holder do so. (e) a new certificate for the remaining Unvested Shares in exchange for the certificate then being held by the Escrow Holder. Subject to the terms hereof, Participant will the Stockholder shall have all the rights of a stockholder of the Company with respect to the Unvested Shares while they are held in escrow, including without limitation, the right to vote the Unvested Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time while the event of any dividend or other distribution (whether in the form of cash, Escrow Holder is holding Unvested Shares, other securities, or other property), recapitalizationthere is any stock dividend, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, split or other change in or respecting such shares, any and all new, substituted or additional securities to which the corporate structure Stockholder is entitled by reason of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner ownership of unvested the Unvested Shares of Restricted Stock shall be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be immediately subject to all this escrow, deposited with the Escrow Holder and included thereafter as “Unvested Shares” for purposes of this agreement and the repurchase rights of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All The Participant hereby authorizes and directs the secretary of the Company, or such other person designated by the Board, to transfer the Unreleased Shares which have been forfeited by the Participant to the Company. (b) To insure the availability for delivery of Restricted Stock willthe Participant's Unreleased Shares in the event of forfeiture of such Shares by the Participant pursuant to Section 2, the Participant hereby appoints the secretary, or any other person designated by the Administrator as escrow agent, as its attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, forfeited by the Participant pursuant to Section 2 and shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder the secretary of the Company, or such other person designated by the Company (Administrator, the “Escrow Holder”). share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A. The Unreleased Shares of Restricted Stock will and stock assignment shall be held by the secretary in escrow, pursuant to the Joint Escrow Holder Instructions of the Company and the Participant attached as Exhibit B hereto, until the shares are forfeited by the Participant as provided in Section 2, until such Unreleased Shares are released from the Forfeiture Restriction, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to the Participant the certificate or certificates representing such Shares in the escrow agent's possession belonging to the Participant in accordance with the terms of Restricted Stock vest the Joint Escrow Instructions attached as Exhibit B hereto, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or the date Participant ceases certificates as escrow agent if so required pursuant to be a Service Providerother restrictions imposed pursuant to this Agreement. (bc) The Escrow Holder will Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow and while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated that are subject to repurchase by the Company pursuant to Section 4 (collectively, "Escrowed Shares") shall be held in escrow by the Secretary of the Company as escrow agent (the “"Escrow Holder”). The Shares of Restricted Stock will be held Agent") together with one or more stock powers executed by the Purchaser in blank and in form legally sufficient to effect the transfer of such Shares. Shares that are no longer subject to repurchase by the Company pursuant to Section 4 shall be released from escrow at the Purchaser's request, and the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases Agent shall promptly cause a new certificate to be a Service Providerissued for such released Shares and shall deliver such certificate to the Purchaser. (b) The Escrow Holder will not Agent is hereby directed to permit transfers of Escrowed Shares only in accordance with this Agreement or upon receipt of instructions signed by both parties. In the event further instructions are desired by the Escrow Agent, he shall be liable entitled to rely upon directions executed by a majority of the authorized number of the Company's directors (excluding the Purchaser if he is then a member of the Board). The Escrow Agent shall have no liability for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow omission hereunder while acting in good faith and in the exercise of its his own judgment, and shall be entitled to indemnification from the Company to the full extent permitted by applicable law in respect of his service as Escrow Agent. (c) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee repurchases Shares pursuant to Section 4, the Escrow HolderAgent, upon receipt of written notice of such terminationexercise from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationtransfer. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will the Purchaser and each of his permitted assigns shall, as a record owner of Shares, have all the rights of a stockholder with respect to the Escrowed Shares while they are held in escrow, including without limitation, the right to vote the Escrowed Shares and to receive any cash dividends and other distributions declared thereon. , provided that any non-cash dividends or distributions shall be immediately deposited with the Escrow Agent to be held in escrow together with the Escrowed Shares in accordance with this Section 5. If, from time to time prior to the termination of the Company's repurchase rights, there is (fi) In any stock dividend, stock split or like change in the event Shares or (ii) any merger or sale of any dividend all or substantially all of the assets or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities acquisition of the Company, or other change in the corporate structure of the Company affecting the Sharesany and all new, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new substituted or additional or different shares securities to which the Purchaser is entitled by reason of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon his ownership of Escrowed Shares shall be considered to be unvested Shares of Restricted Stock and will be immediately subject to all this escrow, deposited with the Escrow Agent and included thereafter as "Escrowed Shares" for purposes of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (ge) The Company may instruct So long as the transfer agent for its Common Stock to place a legend on Custodial Agreement of even date herewith among the certificates representing Custodian named therein and the Restricted Stock other parties thereto is in effect, (i) the provisions of this Section 5 shall have no force or otherwise note its records as to effect and (ii) the restrictions on transfer set forth Shares shall be held in this Award custody by the Custodian in accordance with the terms of the Custodial Agreement.

Escrow of Shares. (a) All Shares of Restricted The Founders' Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by subject to the Company (the “Escrow Holder”). The Shares of Restricted Stock will Repurchase Option shall be held by the Escrow Holder Agent, along with stock assignments executed by each Founder in blank, until the expiration of the Company's option to repurchase such time Founders' Stock as set forth above. The fees of the Shares of Restricted Stock vest or Escrow Agent shall be paid by the date Participant ceases to be a Service ProviderCompany. (b) The Escrow Holder will not Agent is hereby directed to permit transfer of the Founders' Stock only in accordance with this Agreement or instructions signed by both parties. In the event further instructions are desired by the Escrow Agent, the Escrow Agent shall be liable entitled to rely upon directions executed by a majority of the authorized number of the Company's Board of Directors. The Escrow Agent shall have no liability for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow omission hereunder while acting in good faith and in the exercise of its the Escrow Agent's own judgment.. In the event the Escrow Agent is directed to transfer the Founders' Stock to the Founders, the Escrow Agent shall transfer such shares to the Israeli Trustee for the benefit of the applicable Founder with the joint written direction executed by both parties in the form attached hereto as Exhibit A. (c) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee exercises its Repurchase Option hereunder, the Escrow HolderAgent, upon receipt of written notice of such terminationoption exercise from the proposed transferee and a written evidence that the amounts due for the shares have been paid to the Founder, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationtransfer. (d) The Escrow Holder will take all steps necessary to accomplish When the transfer Repurchase Option has been exercised or expires unexercised or a portion of Shares of Restricted the Founders' Stock to Participant after they vest following Participant’s has been released from such Repurchase Option, upon the applicable Founder's request that the Escrow Holder do so.Agent shall promptly cause a new certificate to be issued for such released Founders' Stock and shall deliver such certificate to the Israeli Trustee for the benefit of the applicable Founder with the joint written direction executed by both parties in the form attached hereto as Exhibit A. (e) Subject to the terms hereof, Participant will the applicable Founder shall have all the rights of a stockholder shareholder with respect to such Founders' Stock subject to the Shares Repurchase Option while they are held in escrow, including without limitation, the right to vote the Shares shares of Founders' Stock subject to the Repurchase Option and to receive any cash dividends declared thereon. (f) In . If, from time to time during the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities term of the Company's Repurchase Option, there is (i) any stock dividend, stock split or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Founders' Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to the Repurchase Option, or (ii) any merger or sale of all or substantially all of the conditions assets of or other acquisition of the Company, any and restrictions all new, substituted or additional securities to which were applicable each Founder is entitled by reason of the Purchaser's ownership of the Shares shall be immediately subject to this escrow, deposited with the Escrow Agent and included thereafter as "Founders' Stock subject to the unvested Shares Repurchase Option" for purposes of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany's Repurchase Option. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) 1. All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service ProviderProvider (if earlier). (b) 2. The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) 3. Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock (after giving effect to any accelerated vesting resulting from such termination) to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's ’s true and lawful attorney‑in‑fact attorney in fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) 4. The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) 5. Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares of Restricted Stock while they are held unvested; provided, however, that if any (x) dividends or distributions are paid in escrow, including without limitationShares or other property, the right Shares or other property will be subject to vote the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid and to receive any (y) dividends are paid in cash, such cash dividends declared thereonwill be withheld (in the Company’s general assets) and paid only upon the vesting of the underlying Shares of Restricted Stock (with such cash dividends to be forfeited upon the forfeiture of the underlying Shares of Restricted Stock). For the avoidance of doubt, Participant may not sell or otherwise dispose of any Shares of Restricted Stock while they are unvested. (f) 6. In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company Company, affecting the Shares, in which the Shares of Restricted Stock will be are increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be (if applicable) is entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) 7. The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (aThe certificate(s) All representing all Restricted ---------------- Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will shall be held by the Escrow Holder until such time as Holder, along with a stock power executed by the Grantee in blank. Grantee directs the Company to deliver all certificates representing Restricted Shares of Restricted Stock vest or to the date Participant ceases to be a Service Provider. (b) Escrow Holder. The Escrow Holder will not is hereby directed to permit transfer of such shares only in accordance with this Agreement. In the event further instructions are desired by the Escrow Holder, he shall be liable entitled to rely upon written directions of the Board of Directors of the Company. The Escrow Holder shall have no liability for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow omission hereunder while acting in good faith and in the exercise of its his own judgment. (c) Upon Participant’s termination as a Service Provider for . The Company agrees to indemnify and hold Escrow Holder free and harmless from and against any reasonand all losses, costs, damages, liabilities or expenses, including counsel fees to which Escrow Holder may be put or which he may incur by reason of or in connection with the escrow arrangement hereunder. If the Company or any assignee repurchases any of the Restricted Shares pursuant to Section 3, the Escrow Holder, upon receipt of written notice of such terminationrepurchase from the proposed transferee, will shall take all steps necessary to accomplish such repurchase. From time to time, upon Grantee's request, Escrow Holder shall: (i) cancel the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints certificate(s) held by the Escrow Holder with full power of substitutionand representing Restricted Shares, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in (ii) cause new certificate(s) to be issued representing the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares number of Restricted Stock Shares no longer subject to the Company upon such termination. (drepurchase pursuant to Section 3, which certificate(s) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder shall deliver to Grantee and (iii) cause new certificate(s) to be issued representing the balance of the Restricted Shares, which certificate(s) shall be held in escrow by the Escrow Holder in accordance with the provisions of this Section 4. If requested to do so. (e) , Grantee shall execute a new stock power in blank and deliver it to the Escrow Holder as a condition to receiving any such partial distribution of Restricted Shares from escrow. Subject to the terms hereof, Participant will Grantee shall have all the rights of a stockholder with respect to the Restricted Shares while they are held in escrow, including without limitation, the right to vote the Restricted Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time during the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities term of the Company's repurchase right, there is (i) any stock dividend, stock split or other change in the corporate structure of the Company affecting the Restricted Shares, the Shares or (ii) any merger or sale of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of the Company, any and restrictions all new, substituted or additional securities to which were applicable to such Grantee is entitled by reason of his ownership of the unvested Restricted Shares of Restricted Stock pursuant shall be immediately subject to this Award Agreement. If Participant receives rights or warrants escrow, deposited with respect to any unvested the Escrow Holder and included thereafter as Restricted Shares for purposes of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany's repurchase right. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. The Certificate(s) representing all shares, subject to repurchase pursuant to Section (ab) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will shall be held by the Secretary of the Company as escrow holder (the "Escrow Holder until such time as Holder"), along with a stock power executed by the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) Executive in blank. The Escrow Holder will not is hereby directed to permit transfer of such shares only in accordance with this Agreement. In the event further instructions are desired by the Escrow Holder, he shall be liable entitled to rely upon written directions of the Committee. The Escrow Holder shall have no liability for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow omission hereunder while acting in good faith and in the exercise of its his own judgment. (c) Upon Participant’s termination as a Service Provider for . If the Company or any reasonassignee repurchases any of the Grant Shares pursuant to this Agreement, the Escrow Holder, upon receipt of written notice of such terminationrepurchase from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock such repurchase. From time to the Company. Participant hereby appoints time, upon Executive's request, the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in shall: (i) cancel the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (dcertificate(s) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that held by the Escrow Holder do so. and representing Grant Shares, (eii) cause new certificate(s) to be issued representing the number of Grant Shares no longer subject to repurchase pursuant to this Agreement, which certificate(s) the Escrow Holder shall deliver to Executive, and (iii) cause new certificate(s) to be issued representing the balance of the Grant Shares, which certificate(s) shall be held in escrow by the Escrow Holder in accordance with the provisions of this Section (d). Subject to the terms hereof, Participant will Executive shall have all the rights of a stockholder with respect to the Grant Shares while they are held in escrow, including without limitation, the right to vote the Grant Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time during the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities term of the Company's repurchase right, there is (i) any stock dividend, stock split or other change in the corporate structure of the Company affecting the Grant Shares, the Shares or (ii) any merger or sale of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of the Company, any and restrictions all new, substituted or additional securities to which were applicable Executive is entitled by reason of his ownership of the Grant Shares shall be immediately subject to this escrow, deposited with the unvested Escrow Holder and included thereafter as "Grant Shares" for purposes of this Agreement and the Company's repurchase right. After the IPO Date, Executive shall have the right to exchange certificates evidencing the number of Grant Shares of Restricted Stock no longer subject to repurchase pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided for certificates that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsdo not contain a restrictive legend. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All To insure the availability for delivery of Xxxxxx’s Unreleased Shares in the event of Restricted Stock willforfeiture of such Shares by Holder pursuant to Section 3.1, Holder hereby appoints the Secretary of the Company, or any other person designated by the Administrator as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, forfeited by Holder pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities Secretary of the Company, or such other change person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached as Exhibit C to the corporate structure Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company affecting and Holder attached as Exhibit D to the Grant Notice, until the shares are forfeited by Holder as provided in Section 3.1, until such Unreleased Shares are released from the Forfeiture Restriction, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Holder in accordance with the terms of Restricted Stock will be increased, reduced or otherwise changedthe Joint Escrow Instructions attached as Exhibit D to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by virtue of any the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such change Participant will in his dividends or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will distributions shall also be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award AgreementAgreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Forfeiture Restriction.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will issued under this Agreement shall be held by the Secretary of the Company as escrow holder ("Escrow Holder Holder"), along with a stock assignment executed by the Purchaser in blank, until the expiration of the Company's option to repurchase such time Shares as set forth above and full payment of the Shares of Restricted Stock vest or the date Participant ceases to be a Service ProviderNote. (b) The Escrow Holder will not is hereby directed to permit transfer of the Shares only in accordance with this Agreement or instructions signed by both parties. In the event further instructions are desired by the Escrow Holder, he shall be liable entitled to rely upon directions executed by a majority of the authorized number of the Company's Board of Directors. The Escrow Holder shall have no liability for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow omission hereunder while acting in good faith and in the exercise of its his own judgment. (c) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee exercises its repurchase option hereunder, the Escrow Holder, upon receipt of written notice of such terminationoption exercise from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationtransfer. (d) The Escrow Holder will take all steps necessary to accomplish When the transfer repurchase option has been exercised or expires unexercised or a portion of the Shares of Restricted Stock to Participant after they vest following Participant’s has been released from such repurchase option, upon Purchaser's request that the Escrow Holder do soshall promptly cause a new certificate to be issued for such released Shares and shall deliver such certificate to the Purchaser. (e) Subject to the terms hereof, Participant will the Purchaser shall have all the rights of a stockholder shareholder with respect to the such Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time during the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities term of the Company's repurchase option, there is (i) any stock dividend, stock split or other change in the corporate structure of the Company affecting the Shares, the Shares or (ii) any merger or sale of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of the Company, any and restrictions all new, substituted or additional securities to which were applicable to the unvested Purchaser is entitled by reason of the Purchaser's ownership of the Shares of Restricted Stock pursuant shall be immediately subject to this Award Agreement. If Participant receives rights or warrants escrow, deposited with respect to any unvested Shares the Escrow Holder and included thereafter as "Shares" for purposes of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany's repurchase option. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a1) All Shares The unvested portion of the Restricted Stock will, upon execution of issued under this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will Agreement shall be held by the Escrow Holder Secretary of the Company as escrow holder (-Escrow Holder”), along with a stock assignment executed by the Purchaser in blank, until the expiration of the Company’s Repurchase Option with respect to such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provideras set forth above. (b2) The Escrow Holder will not is hereby directed to permit transfer of the Restricted Stock only in accordance with this Agreement or instructions signed by both parties. In the event further instructions are desired by the Escrow Holder, he shall be liable entitled to rely upon directions executed by a majority of the authorized number of the Company’s Board of Directors. The Escrow Holder shall have no liability for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow omission hereunder while acting in good faith and in the exercise of its the Purchaser’s own judgment. (c3) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee exercises its Repurchase Option hereunder, the Escrow Holder, upon receipt of written notice of such terminationoption exercise from the proposed transferee, will shall take all steps necessary to accomplish such transfer. (4) When the transfer Repurchase Option has been exercised or expires unexercised or a portion of the unvested Shares of escrowed Restricted Stock to the Company. Participant hereby appoints has been released from such Repurchase Option, upon Purchaser’s request the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant shall promptly cause a new certificate to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing issued for such unvested Shares of released Restricted Stock and shall deliver such certificate and any distributions or dividends paid thereon to the Company upon such terminationPurchaser. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e5) Subject to the terms hereof, Participant will the Purchaser shall have all the rights of a stockholder with respect to the Shares such Restricted Stock while they are held in escrow, including without limitation, the right to vote the Shares Restricted Stock and to receive any cash dividends declared thereon. (f) In . If, from time to time during the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities term of the Company’s Repurchase Option, there is (1) any stock dividend, stock split or other change in the corporate structure Restricted Stock, or (ii) any merger or sale of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares assets or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all acquisition of the conditions Company, any and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new new, substituted or additional shares securities to which the Purchaser is entitled by reason of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise Purchaser’s ownership of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records shall be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as to “Restricted Stock” for purposes of this Agreement and the restrictions on transfer set forth in this Award AgreementCompany’s repurchase option.

Escrow of Shares. (a) All To insure the availability for delivery of Participant's Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Participant hereby appoints the Secretary of Restricted Stock willthe Company, or any other person designated by the Committee as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1, and shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities Secretary of the Company, or such other change person designated by the Committee, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the corporate structure Grant Notice as Exhibit C to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Committee, in escrow, pursuant to the Joint Escrow Instructions of the Company affecting and Participant attached as Exhibit D to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company's Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Participant the certificate or certificates representing such Shares in the escrow agent's possession belonging to Participant in accordance with the terms of Restricted Stock will be increased, reduced or otherwise changedthe Joint Escrow Instructions attached as Exhibit D to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any assets or other securities received by virtue or distributed to Participant with respect to, in exchange for or in substitution of any such change Participant will in his Unreleased Shares are held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such assets or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or other securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will shall also be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement and held in escrow pending release of the Unreleased Shares with respect to which such assets or other securities relate from the Company's Repurchase Option (or, if such Unreleased Shares are no longer outstanding, until such time as such Unreleased Shares would have been released from the Company's Repurchase Option pursuant to this Agreement).

Escrow of Shares. (a) All To insure the availability for delivery of Holder's Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Holder hereby appoints the Secretary of Restricted Stock willthe Company, or any other person designated by the Administrator as escrow agent, as his attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1 and any dividends or other distributions thereon, and shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities Secretary of the Company, or such other change person designated by the Administrator, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the corporate structure Grant Notice as Exhibit D to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of the Company affecting and Holder attached as Exhibit E to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company's Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Holder the certificate or certificates representing such Shares in the escrow agent's possession belonging to Holder in accordance with the terms of Restricted Stock will be increased, reduced or otherwise changedthe Joint Escrow Instructions attached as Exhibit E to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by virtue of any the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such change Participant will in his dividends or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will distributions shall also be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award AgreementAgreement and held in escrow pending release of the Unreleased Shares with respect to which such dividends or other distributions were paid from the Company's Repurchase Option.

Escrow of Shares. (a) All 1. To ensure the availability for delivery of the Purchaser's Unreleased Shares of Restricted Stock willupon repurchase by the Company pursuant to the Repurchase Option, the Purchaser shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “"Escrow Holder”)") the share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A-2. The Unreleased Shares of Restricted Stock will and stock assignment shall be held by the Escrow Holder Holder, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached hereto as Exhibit A-3, until such time as the Shares Company's Repurchase Option expires. As a further condition to the Company's obligations under this Agreement, the Company may require the spouse of Restricted Stock vest or Purchaser, if any, to execute and deliver to the date Participant ceases to be a Service ProviderCompany the Consent of Spouse attached hereto as Exhibit A-4. (b) 2. The Escrow Holder will shall not be liable for any act it may do or omit to do with respect to holding the Unreleased Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for 3. If the Company or any reasonassignee exercises the Repurchase Option hereunder, the Escrow Holder, upon receipt of written notice of such terminationexercise from the proposed transferee, will shall take all steps necessary to accomplish such transfer. 4. When the transfer Repurchase Option has been exercised or expires unexercised or a portion of the unvested Shares of Restricted Stock to has been released from the Company. Participant hereby appoints Repurchase Option, upon request the Escrow Holder with full power of substitution, as Participant's true shall promptly cause a new certificate to be issued for the released Shares and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer shall deliver the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationor the Purchaser, as the case may be. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) 5. Subject to the terms hereof, Participant will the Purchaser shall have all the rights of a stockholder shareholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. . If, from time to time during the term of the Repurchase Option, there is (fi) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalizationstock dividend, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, split or other change in the corporate structure of the Company affecting the Shares, the Shares or (ii) any merger or sale of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of the Company, any and restrictions all new, substituted or additional securities to which were applicable to the unvested Purchaser is entitled by reason of the Purchaser's ownership of the Shares of Restricted Stock pursuant shall be immediately subject to this Award Agreement. If Participant receives rights or warrants escrow, deposited with respect to any unvested Shares the Escrow Holder and included thereafter as "Shares" for purposes of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsRepurchase Option. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Restricted Stock Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's ’s true and lawful attorney‑in‑fact attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Restricted Stock Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Restricted Stock Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Restricted Stock Agreement.

Escrow of Shares. The Certificate(s) representing all shares, subject ---------------- to repurchase pursuant to Section 7 (ab) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will shall be held by the Secretary of the Company as escrow holder (the "Escrow Holder"), along with a stock power executed by the applicable Restricted Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) in blank. The Escrow Holder will not is hereby directed to permit transfer of such shares only in accordance with this Agreement and the Stockholders Agreement. In the event further instructions are desired by the Escrow Holder, he shall be liable entitled to rely upon written directions of the Board of Directors (excluding Vento and Xxxxxxxx). The Escrow Holder shall have no liability for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow omission hereunder while acting in good faith and in the exercise of its his own judgment. (c) Upon Participant’s termination as a Service Provider for . If the Company or any reasonassignee repurchases any of the Management Shares pursuant to this Section 7, the Escrow Holder, upon receipt of written notice of such terminationrepurchase from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of such repurchase. From time to time, upon a Restricted Stock to the Company. Participant hereby appoints Holder's request, the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in shall: (i) cancel the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (dcertificate(s) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that held by the Escrow Holder do so. and representing Management Shares, (eii) cause new certificate(s) to be issued representing the number of Management Shares no longer subject to repurchase pursuant to this Section 7, which certificate(s) the Escrow Holder shall deliver to such Restricted Holder, and (iii) cause new certificate(s) to be issued representing the balance of the Management Shares, which certificate(s) shall be held in escrow by the Escrow Holder in accordance with the provisions of this Section 7(d). Subject to the terms hereof, Participant will a Restricted Holder shall have all the rights of a stockholder with respect to the Management Shares while they are held in escrow, including without limitation, the right to vote the Management Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time during the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities term of the Company's repurchase right, there is (i) any stock dividend, stock split or other change in the corporate structure of the Company affecting the Management Shares, the Shares or (ii) any merger or sale of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of the Company, any and restrictions all new, substituted or additional securities to which were applicable to such Restricted Holder is entitled by reason of his ownership of the unvested Management Shares of Restricted Stock pursuant shall be immediately subject to this Award Agreement. If Participant receives rights or warrants escrow, deposited with respect to any unvested Shares the Escrow Holder and included thereafter as "Management Shares" for purposes of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany's repurchase right. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All To ensure the availability for delivery of Purchaser's Unreleased Shares upon exercise of Restricted Stock willthe Repurchase Option by the Company, Purchaser shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “Escrow Holder”)"ESCROW HOLDER") the share certificates representing the Unreleased Shares, together with the Assignment Separate from Certificate (the "STOCK ASSIGNMENT") duly endorsed in blank, attached hereto as EXHIBIT A-1. The Unreleased Shares of Restricted and Stock will Assignment shall be held by the Escrow Holder Holder, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as EXHIBIT A-2 hereto, until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service ProviderCompany's Repurchase Option expires. (b) The Escrow Holder will shall not be liable for any act it may do or omit to do with respect to holding the Unreleased Shares of Restricted Stock in escrow and while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee exercises its Repurchase Option hereunder, the Escrow Holder, upon receipt of written notice of such terminationthe option exercise from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationtransfer. (d) The Escrow Holder will take all steps necessary to accomplish When the transfer Repurchase Option has been exercised or expires unexercised or a portion of the Shares of Restricted Stock to Participant after they vest following Participant’s has been released from the Repurchase Option, upon Purchaser's request that the Escrow Holder do soshall promptly cause a new certificate to be issued for such released Shares and shall deliver the certificate to the Company or Purchaser, as the case may be. (e) Subject to the terms hereof, Participant will Purchaser shall have all the rights equivalent to those of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. . (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon Simultaneously with the execution of this Award ---------------- Agreement, be delivered the Buyer shall deposit with the Escrow Agent a certificate for _____ shares of common stock of the Buyer, as determined pursuant to Section 1.5 of the Merger Agreement, issued in the name of the Escrow Agent or its nominee. Upon receipt thereof, the Escrow Agent shall provide written acknowledgement to the Buyer and deposited the Indemnification Representative of the Escrow Agent's receipt of such stock certificate. The Buyer may from time to time deposit with an escrow holder designated by the Company Escrow Agent additional shares of common stock of the Buyer pursuant to the final sentence of Section 1.6(a) of the Merger Agreement (the “Escrow Holder”"Additional Shares"). The shares deposited with the Escrow Agent pursuant to the first sentence of this Section 2(a), together with any Additional Shares, are referred to herein as the "Escrow Shares." The Escrow Shares, together with any cash proceeds received from the sale of any Escrow Shares of Restricted Stock will pursuant to Section 2(b) and held in the escrow account established hereby, including any investment earnings received from the investment thereof and held hereunder pursuant to Section 2(b) hereof, are collectively referred to as the "Escrow Property." The Escrow Property shall be held by as an escrow fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. The Escrow Agent agrees to hold the Escrow Holder until such time as Property in an escrow account (the Shares "Escrow Account"), subject to the terms and conditions of Restricted Stock vest or the date Participant ceases to be a Service Providerthis Agreement. (bi) the Buyer shall accompany the deposit with written notice to the Escrow Agent identifying such shares as for deposit hereunder, and making specific reference to this Agreement, (ii) the Buyer shall accompany such deposit with an amended Attachment A (as contemplated by Section 3(c)) or written notice stating that no amendment of Attachment A is required pursuant to Section 3(c) in connection with such deposit and (iii) the stock certificate representing such shares shall be issued in the name of the Escrow Agent or its nominee. The Escrow Holder will not Agent shall be liable for entitled to rely conclusively upon any act such notice, and until it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for receives any reasonsuch notice, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock Agent shall be entitled to new rely conclusively on Attachment A. The Escrow Agent shall be under no obligation to examine any stock certificate delivered to it hereunder, and shall have no liability for the genuineness, validity, marketability or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantssufficiency thereof. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All To ensure the availability for delivery of the Purchaser’s Unreleased Shares upon exercise of Restricted Stock the Repurchase Option by the Company, the Purchaser will, upon execution exercise of this Award Agreementthe Stock Purchase Right, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “Escrow Holder”)) the share certificates representing the Unreleased Shares, together with the Assignment Separate from Certificate (the “Stock Assignment”) duly endorsed in blank, attached hereto as Exhibit A-2. The Unreleased Shares of Restricted and Stock Assignment will be held by the Escrow Holder Holder, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit A-3 hereto, until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service ProviderCompany’s Repurchase Option expires. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Unreleased Shares of Restricted Stock in escrow and while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee exercises its Repurchase Option hereunder, the Escrow Holder, upon receipt of written notice of such terminationoption exercise from the proposed transferee, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationtransfer. (d) The When the Repurchase Option has been exercised or expires unexercised or a portion of the Shares has been released from such Repurchase Option, upon Purchaser’s request the Escrow Holder will take all steps necessary promptly cause a new certificate to accomplish be issued for such released Shares and will deliver such certificate to the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that Company or the Escrow Holder do soPurchaser, as the case may be. (e) Subject to the terms hereof, Participant once the Stock Purchase Right is exercised, the Purchaser will have all the rights of a stockholder with respect to shareholder, and shall be a shareholder when his or her purchase is entered upon the Shares while they are held in escrowrecords of the duly authorized transfer agent of the Company, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any . No adjustment will be made for a dividend or other distribution (whether right for which the record date is prior to the date the Stock Repurchase Right is exercised, except as provided in Section 13 of the form of cashPlan. If, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities from time to time during the term of the Company’s Repurchase Option, there is (i) any stock dividend, stock split or other change in the corporate structure of the Company affecting the Shares, the Shares or (ii) any merger or sale of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of the Company, any and restrictions all new, substituted or additional securities to which were applicable the Purchaser is entitled by reason of the Purchaser’s ownership of the Shares will be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as “Shares” for purposes of this Agreement and the Company’s Repurchase Option, in an amount proportional to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsUnreleased Shares. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. Notwithstanding anything to the contrary contained in this Article II, at the Effective Time, shares of Common Stock and Series E Preferred Stock representing, in the aggregate, two percent of the Fully Diluted Merger Consideration (aas defined below) All Shares of Restricted Stock will(the "Escrowed Shares") issuable to each person or entity holding Mollxx Xxxmon Stock, upon execution of this Award AgreementMollxx Xxxferred Stock, Units and/or Working Capital Notes (each, an "Escrow Participant"), shall not be delivered by ServiceWare to such Escrow Participant upon surrender of its Mollxx Xxxmon Stock, Mollxx Xxxferred Stock, Units and/or Working Capital Notes and shall instead be deposited in escrow with an escrow holder designated agent selected by the Company ServiceWare and reasonably satisfactory to Mollxx (the “xxe "Escrow Holder”Agent"). The ServiceWare shall deliver into escrow, on behalf of each Escrow Participant, certificates representing shares of ServiceWare Common Stock and ServiceWare Series E Preferred Stock (rounded to the nearest whole share) in the proportion that the Fully Diluted Merger Consideration issuable to such Escrow Participant bears to the Fully Diluted Merger Consideration issuable to all Escrow Participants (in each case without giving effect the escrow of shares pursuant to this Section 2.01 (i)). Each certificate for Escrowed Shares shall be registered in the name of Restricted Stock will be held by the appropriate Escrow Holder until such time as the Shares Participant. As a condition to its receipt of Restricted Stock vest or the date merger consideration hereunder, each Escrow Participant ceases to be shall execute a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do stock power in blank with respect to holding the each certificate for Escrowed Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, shall deliver such stock power to ServiceWare. ServiceWare shall deliver to the Escrow HolderAgent (A) two share certificates, upon receipt of written notice of such terminationtogether with signed stock powers, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held ServiceWare Common Stock deposited in escrow, including without limitation, the right to vote the Shares and to escrow on behalf of each Escrow Participant that will receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether ServiceWare Common Stock in the form Merger, each representing one-half of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the such Escrow Participant's Escrowed Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted ServiceWare Common Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants (B) two share certificates, together with signed stock powers, with respect to any unvested the ServiceWare Series E Preferred Stock deposited in escrow on behalf of each Escrow Participant that will receive ServiceWare Series E Preferred Stock in the Merger, each representing one-half of such Escrow Participant's Escrowed Shares of Restricted ServiceWare Series E Preferred Stock, . The Escrow Agent shall hold such rights or warrants may be held or exercised by Participant, provided that certificates until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered it it is required to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock deliver them pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsSection 2.01(i)(iii). (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “"Escrow Holder”"). The Shares of Restricted Stock and stock assignment attached hereto as Exhibit C will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest Company's Reacquisition Right expires or the date Participant ceases to be the Participant’s status as a Service ProviderProvider terminates. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Unreleased Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon the date the Participant’s termination status as a Service Provider terminates for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Unreleased Shares of Restricted Stock to the Company. The Participant hereby appoints the Escrow Holder with full power of substitution, as the Participant's ’s true and lawful attorney‑in‑fact attorney-in-fact with irrevocable power and authority in the name and on behalf of the Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Unreleased Shares of Restricted Stock to the Company upon such termination. (d) The When a portion of the Shares has been released from the Reacquisition Right, upon request, the Escrow Holder will take all steps necessary to accomplish the transfer of the Unreleased Shares of Restricted Stock to Participant after they vest following the Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, the Participant will have all the rights of a stockholder shareholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cashmerger, Sharesreorganization, other securities, or other property)consolidation, recapitalization, separation, liquidation, stock split, reverse stock split, reorganization, merger, consolidationdividend, split-up, spin-off, share combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the SharesCommon Stock, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change the Participant will in his or her capacity as owner of unvested Unreleased Shares of Restricted Stock that have been awarded to him be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Unreleased Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Unreleased Shares of Restricted Stock pursuant to this Award Agreement. If the Participant receives rights or warrants with respect to any unvested Shares of Restricted StockUnreleased Shares, such rights or warrants may be held or exercised by the Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Unreleased Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Unreleased Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Unvested Shares of Restricted Stock willshall be held in escrow by the Company, upon execution of this Award Agreement, be delivered and deposited with an as escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as is hereby directed to Transfer the Unvested Shares of Restricted Stock vest in accordance with this agreement or instructions signed by both the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for Stockholder and the Company. If the Company or any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of assignee exercises its judgment. (c) Upon Participant’s termination as a Service Provider for any reasonrepurchase rights hereunder, the Escrow Holder, upon receipt of written notice of such terminationexercise from the Company or such assignee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Companysuch Transfer. Participant The Stockholder hereby appoints grants the Escrow Holder with full an irrevocable power of substitution, as Participant's true and lawful attorney‑in‑fact attorney coupled with irrevocable power and authority in the name and on behalf of Participant an interest to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary actions required to transfer the certificate or certificates evidencing effect such unvested Shares of Restricted Stock to the Company upon such termination. (d) Transfer. The Escrow Holder will take all steps necessary may act in reliance upon advice of counsel in reference to accomplish any matter(s) connected with this agreement, and shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence. With respect to any Unvested Shares that become Vested Shares, the transfer Company, upon the written request of the Stockholder, shall promptly issue a new certificate for the number of shares which have become Vested Shares of Restricted Stock and shall deliver such certificate to Participant after they vest following Participant’s request that the Stockholder and shall deliver to the Escrow Holder do so. (e) a new certificate for the remaining Unvested Shares in exchange for the certificate then being held by the Escrow Holder. Subject to the terms hereof, Participant will the Stockholder shall have all the rights of a stockholder with respect to the Unvested Shares while they are held in escrow, including without limitation, the right to vote the Unvested Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time while the event of any dividend or other distribution (whether in the form of cash, Escrow Holder is holding Unvested Shares, other securities, or other property), recapitalizationthere is any stock dividend, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, split or other change in or respecting such shares, any and all new, substituted or additional securities to which the corporate structure Stockholder is entitled by reason of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner ownership of unvested the Unvested Shares of Restricted Stock shall be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be immediately subject to all this escrow, deposited with the Escrow Holder and included thereafter as “Unvested Shares” for purposes of this agreement and the repurchase rights of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's ’s true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereonthereon as when the Shares are released from escrow. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of 8854564_1.DOC Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Shares of Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will issued under this Agreement shall be held by the Escrow Holder Holder, along with a stock assignment executed by the Purchaser in blank, until the expiration of the Company's option to repurchase such time Shares as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Providerset forth above. (b) The Escrow Holder will not is hereby directed to permit transfer of the Shares only in accordance with this Agreement or instructions signed by both parties. In the event further instructions are desired by the Escrow Holder, the Escrow Holder shall be liable entitled to rely upon directions executed by a majority of the authorized number of the Company's Board of Directors. The Escrow Holder shall have no liability for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow omission hereunder while acting in good faith and in the exercise of its the Escrow Holder's own judgment. (c) Upon Participant’s termination as a Service Provider for If the Company or any reasonassignee exercises its repurchase option hereunder, the Escrow Holder, upon receipt of written notice of such terminationoption exercise from the proposed transferee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationtransfer. (d) The Escrow Holder will take all steps necessary to accomplish When the transfer repurchase option has been exercised or expires unexercised or a portion of the Shares of Restricted Stock to Participant after they vest following Participant’s has been released from such repurchase option and provided the Note has been paid in full, upon Purchaser's request that the Escrow Holder do soshall promptly cause a new certificate to be issued for such released Shares and shall deliver such certificate to the Purchaser. (e) Subject to the terms hereof, Participant will the Purchaser shall have all the rights of a stockholder shareholder with respect to the such Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time during the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities term of the Company's repurchase option, there is (i) any stock dividend, stock split or other change in the corporate structure of the Company affecting the Shares, the Shares or (ii) any merger or sale of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of the Company, any and restrictions all new, substituted or additional securities to which were applicable to the unvested Purchaser is entitled by reason of the Purchaser's ownership of the Shares of Restricted Stock pursuant shall be immediately subject to this Award Agreement. If Participant receives rights or warrants escrow, deposited with respect to any unvested Shares the Escrow Holder and included thereafter as "Shares" for purposes of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany's repurchase option. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant the Employee ceases to be a Service ProviderProvider of the Company. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participantthe Employee’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant The Employee hereby appoints the Escrow Holder with full power of substitution, as Participant's the Employee’s true and lawful attorney‑in‑fact attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant the Employee to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant the Employee after they vest following Participantthe Employee’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant the Employee will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's ’s true and lawful attorney‑in‑fact attorney-in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, 4811-0197-3714.1 and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All To ensure the availability for delivery of the Executive's Unreleased Shares upon exercise of Restricted Stock willthe Repurchase Right by the Company, the Executive shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “"Escrow Holder”). ") the share certificates representing the Unreleased Shares, together with the Assignment Separate from Certificate (the "Stock Assignment") duly endorsed in blank, attached hereto as Exhibit A. The Unreleased Shares of Restricted and Stock will Assignment shall be held by the Escrow Holder Holder, pursuant to the Joint Escrow Instructions of the Company and Executive attached as Exhibit A hereto, until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service ProviderCompany's Repurchase Right expires. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding If the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of Company exercises its judgment. (c) Upon Participant’s termination as a Service Provider for any reasonRepurchase Right hereunder, the Escrow Holder, upon receipt of written notice of such terminationexercise, will shall take all steps necessary to accomplish such transfer. (c) When the transfer Repurchase Right has been exercised or expires unexercised or a portion of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints has been released from such Repurchase Right, upon Executive's request the Escrow Holder with full power of substitution, as Participant's true shall promptly cause a new certificate to be issued for such released Shares and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the shall deliver such certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationor the Executive, as the case may be. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will the Executive shall have all the rights of a stockholder with respect to the such Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In . If, from time to time during the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities term of the Company's Repurchase Right, there is (i) any stock dividend, stock split or other change in the corporate structure of the Company affecting the Shares, the Shares or (ii) any merger or sale of Restricted Stock will be increased, reduced all or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to substantially all of the conditions assets or other acquisition of the Company, any and restrictions all new, substituted or additional securities to which were applicable to the unvested Executive is entitled by reason of the Executive's ownership of the Shares of Restricted Stock pursuant shall be immediately subject to this Award Agreement. If Participant receives rights or warrants escrow, deposited with respect to any unvested Shares the Escrow Holder and included thereafter as "Shares" for purposes of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany's Repurchase Right. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Providermember of the Board. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow and while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as Participant ceasing to be a Service Provider member of the Board for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's ’s true and lawful attorney‑in‑fact attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will shall have all the rights of a stockholder with respect to the such Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her Participant’s capacity as owner of unvested Shares of Restricted Stock will be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All Shares To ensure the availability for delivery of the Restricted Stock willdue to the Company's Forfeiture Right, on behalf of Grantee the Company shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “"Escrow Holder”)") the share certificates representing the Restricted Stock, together with the Assignment Separate from Certificate (the "Stock Assignment") duly endorsed by Grantee in blank, attached hereto as Exhibit X- 0. The Shares of Restricted Stock will and Stock Assignment shall be held by the Escrow Holder Holder, pursuant to the Joint Escrow Instructions of the Company and Grantee attached as Exhibit A-2 hereto, until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) the Company's Forfeiture Right lapses. The Escrow Holder will shall not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow and while acting in good faith and in the exercise of its judgment. (c) . Upon Participant’s termination as a Service Provider for any reasonthe occurrence of an event triggering the Company's Forfeiture Right, the Escrow Holder, upon receipt of written notice of such terminationevent, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints When the Company's Forfeiture Right is triggered or upon the lapse of such Forfeiture Right, upon the Company's or Grantee's request, as the case may be, the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant shall promptly cause a new certificate to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing issued for such unvested released Shares of Restricted Stock and shall deliver such certificate to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish or Grantee, as the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) case may be. Subject to the terms hereof, Participant will Grantee shall have all the rights of a stockholder with respect to the such Shares of Restricted Stock while they are held in escrow, including without limitation, the right to vote the Shares of Restricted Stock and to receive any cash dividends declared thereon. . If, from time to time during the term the Restricted Stock is subject to the Company's Forfeiture Right, there is (fi) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalizationstock dividend, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, split or other change in the corporate structure Shares, or (ii) any merger or sale of all or substantially all of the Company affecting assets or other acquisition of the SharesCompany, any and all new, substituted or additional securities to which Grantee is entitled by reason of Grantee's ownership of the Shares of Restricted Stock will shall be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be immediately subject to all of this escrow, deposited with the conditions Escrow Holder and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of included thereafter as "Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants " for purposes of this Agreement and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany's Forfeiture Right. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All If any portion of the Option is exercised prior to the earlier of (i) the one-year anniversary of the final Vesting Date and (ii) the date of the Executive's termination of employment (the earlier of (i) and (ii), the "Release Date"), then the certificates representing the Shares subject to such exercised portion of Restricted Stock will, upon execution of this Award Agreement, the Option shall be delivered issued and deposited with an escrow holder designated held by the Company in escrow (the “"Escrow Holder”). The Account") and shall remain in the custody of the Company until the Release Date; provided, that in connection with the exercise of any portion of the Option, the Company shall deliver to the Executive a number of Shares subject to such exercised portion of Restricted Stock will the Option with a value equal to the Withholding Tax requirements, if any (the "Withholding Shares") and the remaining portion of such Shares shall be issued and held by the Company in the Escrow Holder until such time Account. As soon as practicable after the Release Date, any Shares held in the Escrow Account shall be delivered to the Executive or the Executive's estate, subject to the delivery of any documents which the Company in its discretion may require as a condition to the issuance of Shares, and so long as the Executive has satisfied all applicable Withholding Tax requirements with respect to such Shares, and such Shares of Restricted Stock vest or so delivered shall not contain the date Participant ceases to be a Service Providerlegend set forth in Section 5.5(c) hereof. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereofremainder of this Section 5.5(b), Participant will have the Executive shall be entitled, at all times on and after the date that the Shares are issued pursuant to this Agreement, to exercise all the rights of a stockholder with respect to the Shares while they are held in escrowsuch Shares, including without limitation, the right to vote such Shares and the right to receive dividends thereon. Notwithstanding the foregoing, except with respect to the Withholding Shares, prior to the Release Date, the Executive shall not be entitled to transfer, sell, pledge, hypothecate, assign, or otherwise dispose of or encumber, the Shares and to receive any cash held in the Escrow Account while they are so held in the Escrow Account. In addition, all dividends declared thereonand paid by the Company on the Shares held in the Escrow Account shall be deferred until the Release Date. Any such deferred dividends shall be held by the Company for the account of the Executive. Upon the Release Date, such deferred dividends shall be paid to the Executive (without interest). The Company may require that the Executive invest any such deferred dividends in additional Shares. (fc) In Prior to the event of any dividend Release Date (or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were earlier date that is applicable to the unvested Shares of Restricted Stock Withholding Shares), each stock certificate issued pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares Agreement shall bear a legend in substantially the following form: "This certificate and the shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be stock represented hereby are subject to all the terms and conditions (including restrictions against transfer) contained in the Nonqualified Stock Option Agreement (the "Agreement") between the registered owner of the shares represented hereby and the Company. Release from such terms and conditions and restrictions shall be made only in accordance with the provisions of the Agreement, a copy of which were applicable to is on file in the unvested Shares office of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting Secretary of all or any portion of such new or additional shares of stockTelewest Global, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.Inc."

Escrow of Shares. (a) All Unvested Shares of Restricted Stock willshall be held in escrow by the Company, upon execution of this Award Agreement, be delivered and deposited with an as escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as is hereby directed to transfer the Unvested Shares of Restricted Stock vest in accordance with this Agreement or instructions signed by both the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for Buyer and the Company. If the Company or any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of assignee exercises its judgment. (c) Upon Participant’s termination as a Service Provider for any reasonrepurchase rights hereunder, the Escrow Holder, upon receipt of written notice of such terminationexercise from the Company or such assignee, will shall take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Companysuch transfer. Participant The Buyer hereby appoints grants the Escrow Holder with full an irrevocable power of substitution, as Participant's true and lawful attorney‑in‑fact attorney coupled with irrevocable power and authority in the name and on behalf of Participant an interest to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary actions required to transfer the certificate or certificates evidencing effect such unvested Shares of Restricted Stock to the Company upon such termination. (d) transfer. The Escrow Holder will take all steps necessary may act in reliance upon advice of counsel in reference to accomplish any matter(s) connected with this Agreement, and shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence. With respect to any Unvested Shares that become Vested Shares, the transfer Company may, at its option, issue a new certificate for the number of shares which have become Vested Shares of Restricted Stock and shall deliver such certificate to Participant after they vest following Participant’s request that the Buyer and shall deliver to the Escrow Holder do so. (e) Subject a new certificate for the remaining Unvested Shares in exchange for the certificate then being held by the Escrow Holder. If, from time to time while the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Escrow Holder is holding Unvested Shares, other securities, or other property), recapitalizationthere is any stock dividend, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, split or other change in or respecting such shares, any and all new, substituted or additional securities to which the corporate structure Buyer is entitled by reason of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner ownership of unvested the Unvested Shares of Restricted Stock shall be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be immediately subject to all this escrow, deposited with the Escrow Holder and included thereafter as “Unvested Shares” for purposes of this Agreement and the repurchase rights of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsCompany. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All To insure the availability for delivery of Participant’s Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3.1, Participant hereby appoints the Secretary of Restricted Stock willthe Company, or any other person designated by the Committee as escrow agent, as his or her attorney-in-fact to assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option pursuant to Section 3.1, and shall, upon execution of this Award Agreement, be delivered deliver and deposited deposit with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities Secretary of the Company, or such other change person designated by the Committee, any share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached to the corporate structure Grant Notice as Exhibit C to the Grant Notice. The Unreleased Shares and stock assignment shall be held by the Secretary of the Company, or such other person designated by the Committee, in escrow, pursuant to the Joint Escrow Instructions of the Company affecting and Participant attached as Exhibit D to the Grant Notice, until the Company exercises its Repurchase Option as provided in Section 3.1, until such Unreleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall deliver to Participant the certificate or certificates representing such Shares in the escrow agent’s possession belonging to Participant in accordance with the terms of Restricted Stock will be increased, reduced or otherwise changedthe Joint Escrow Instructions attached as Exhibit D to the Grant Notice, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. If any assets or other securities received by virtue or distributed to Participant with respect to, in exchange for or in substitution of any such change Participant will in his Unreleased Shares are held by the escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such assets or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or other securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will shall also be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement and held in escrow pending release of the Unreleased Shares with respect to which such assets or other securities relate from the Company’s Repurchase Option (or, if such Unreleased Shares are no longer outstanding, until such time as such Unreleased Shares would have been released from the Company’s Repurchase Option pursuant to this Agreement).

Escrow of Shares. (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

Escrow of Shares. (a) All of these Shares of Restricted Stock will, upon execution of this the Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The These Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the these Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's ’s true and lawful attorney‑in‑fact attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of these Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the these Shares of Restricted Stock while they are held in escrow, including without limitation, the right to vote the such Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the these Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this the Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this the Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the these Shares of Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this the Award Agreement.

Escrow of Shares. (a) All Shares of Restricted Stock willConcurrently with the execution and delivery hereof, upon execution of this Award AgreementOdzer shall deliver to the Escrow Agent certificates representing the Shares, be delivered and deposited with an escrow holder designated by the Company duly endorsed for transfer (the “Escrow Holder”"Certificates"). The Shares of Restricted Stock will , to be held by for so long as any Stock Options remain outstanding and such Certificates shall be retained in escrow pursuant to the Escrow Holder until such time as terms and subject to the Shares of Restricted Stock vest or the date Participant ceases to be a Service Providerconditions hereof. (b) The Escrow Holder will not be liable for any act it may do or omit Agent agrees to do with respect to holding hold the Shares in accordance with the terms and conditions of Restricted Stock in escrow while acting in good faith this Agreement and in for the exercise of its judgmentuses and purposes stated herein. (c) Upon Participant’s termination as a Service Provider for any reason, Odzer and the Company shall deliver to the Escrow HolderAgent the Form of Stock Option Agreement, upon receipt attached hereto as Annex A (the "Form Option Agreement"), to be retained in escrow in accordance with the terms and conditions of written notice of such termination, will take all steps necessary to accomplish this Agreement and for the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true uses and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such terminationpurposes stated herein. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request It is understood and agreed that the Escrow Holder do soAgent's sole duties hereunder are as indicated herein and that the Escrow Agent in the performance of its duties hereunder shall incur no liability except for willful malfeasance and shall not be liable or responsible for anything done or omitted to be done in good faith as herein provided. The Company agrees to indemnify and save the Escrow Agent harmless from any claims, liabilities, judgments, attorneys' fees and other expenses of every kind and nature, which may be incurred by the Escrow Agent by reason of its acceptance of, and its performance under, this Agreement, except such as may arise because of the Escrow Agent's willful misconduct in performing the specified duties as Escrow Agent. The parties hereby agree that in no event shall any claim be made with respect to any conflict of interest in connection with Baer Xxxks & Uphax XXX's acting in its capacity of Escrow Agent and counsel to the Company. All reasonable expenses of the Escrow Agent incurred in connection with the exercise of its duties hereunder shall be borne by the Company. (e) Subject to The Escrow Agent may resign at any time upon giving the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held parties hereto thirty (30) days' prior written notice; in escrow, including without limitationsuch event, the right successor Escrow Agent shall be such person, firm or corporation as shall be selected by the Company and approved by Odzer in his reasonable discretion. It is understood and agreed that such resignation shall not be effective until a successor agrees to vote the Shares and to receive any cash dividends declared thereonact hereunder. (f) In Upon the event receipt of any dividend a notice and a certified or other distribution (whether in bank cashier's check for an amount equal to the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, full purchase price for the Shares from an optionee of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of any Stock Option pursuant to Section 3(b) of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of optionee's respective Option Agreement (as defined hereinafter), the conditions and restrictions which were applicable Company shall promptly give written notice thereof to the unvested Shares Escrow Agent and the Escrow Agent shall, within 10 business days of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion receipt of such new or additional shares of stocknotice, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as release and deliver to the restrictions on transfer Company Certificates representing such number of Shares as shall be set forth in this Award Agreementsuch notice against payment by the Company to Odzer for the Shares.