Common use of Release of Shares From Repurchase Option Clause in Contracts

Release of Shares From Repurchase Option. (a) 25% of the Shares shall be released from the Company’s repurchase option one year after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option two years after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option three years after the date of this Agreement, and the remaining 25% of the Shares shall be released from the repurchase option four years after such date, subject to Director continuing to be a Service Provider on such dates. (b) In the event of a “Change of Control” of the Company, all of the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange of Shares for Shares of another company and the Company assigns and such other Company assumes this Agreement. For this purpose, a “Change of Control” is defined as: (i) Any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing and their Parents and Subsidiaries) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; or (ii) The consummation of a merger, consolidation, reorganization, sale of stock or similar transaction in which the shareholders of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% of the voting stock or voting power of the surviving entity immediately after such transaction; or (iii) The consummation of the sale or disposition of all or substantially all of the Company’s assets. (c) Any of the Shares which have not yet been released from the Company’s repurchase option are referred to herein as “Unreleased Shares.” (d) The Shares which have been released from the Company’s repurchase option shall be delivered to the Director at the Director’s request (see Section 6).

Release of Shares From Repurchase Option. (a) 25% of the The Shares shall vest to Purchaser and be released from the Company’s 's repurchase option one year after as follows: Provided that Purchaser maintains a continuous status as a Service Provider of the date of this AgreementCompany, 25% of the Shares shall be released from the Company’s repurchase option two years after 's Repurchase Option on the one year anniversary of the Vesting Commencement Date and an additional 1/48th of the Shares shall be released from the Company's Repurchase Option on the last day of each full calendar month thereafter. Notwithstanding the foregoing, upon any Change of Control (as herein defined) that number of Unreleased Shares, if any, which, when aggregated with any Shares previously released from the Repurchase Option, are required to equal fifty percent (50%) of the Shares shall be released from the Repurchase Option on the date the event constituting a Change of this AgreementControl is consummated. The balance of the Shares subject to the Repurchase Option shall continue to be released from the Repurchase Option on the same schedule as existed prior to the Change of Control. For example, if a Change of Control occurs on a date where 25% of Purchaser's Shares have been released from the Company's Purchase Option, then an additional 25% of the Shares shall be released from the Company’s repurchase option three years after the Purchase Option pursuant hereto. If a Change of Control occurs on a date of this Agreement, and the remaining 25where more than 50% of Purchaser's Shares have already been released from the Company's Purchase Option, then no additional Shares shall be released from the repurchase option four years after such date, subject to Director continuing to be a Service Provider on such datesPurchase Option. (b) In the event of a “Change of Control” of the Company, all of the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange of Shares for Shares of another company and the Company assigns and such other Company assumes this Agreement. For this purpose, a “Change of Control” is defined as: (i) Any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing and their Parents and Subsidiaries) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; or (ii) The consummation of a merger, consolidation, reorganization, sale of stock or similar transaction in which the shareholders of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% of the voting stock or voting power of the surviving entity immediately after such transaction; or (iii) The consummation of the sale or disposition of all or substantially all of the Company’s assets. (c) Any of the Shares which have not yet been released from the Company’s repurchase option are referred to herein as “Unreleased Shares.” (d) The Shares which have been released from the Company’s repurchase option shall be delivered to the Director at the Director’s request (see Section 6).

Release of Shares From Repurchase Option. (a) As of the date of this Agreement, all of the Shares shall be subject to the Company's Repurchase Option. The Shares shall be released from the Repurchase Option as follows: (i) One quarter (1/4) of the Shares shall be released from the Repurchase Option on October 9, 2000; and (ii) One forty-eighth (1/48) shall be released from the Repurchase Option each full calendar month elapsing thereafter during all of which Purchaser was a full time employee of the Company. (b) Any of the Shares which, from time to time, have not yet been released from the Repurchase Option are referred to herein as "Unreleased Shares." (c) The Shares which have been released from the Repurchase Option shall be delivered to the Purchaser at the Purchaser's request (see Section 7). (d) Notwithstanding the foregoing, upon a Change of Control, as defined below, for any reason that occurs while Purchaser is an employee of the Company, that number of Unreleased Shares, if any, which, when aggregated with any Shares previously released from the Repurchase Option, are required to equal fifty percent (50%) of the Shares shall be released from the Repurchase Option on the date the event constituting a Change of Control is consummated. The balance of the Shares subject to the Repurchase Option shall continue to be released from the Repurchase Option on the same schedule (i.e., the same number of shares shall vest each month) as existed prior to the Change of Control. For example, if a Change of Control occurs on a date where 25% of Purchaser's Shares have been released from the Company's Purchase Option, then an additional 25% of the Shares shall be released from the Company’s repurchase option one year after the date of this Agreement, 25Purchase Option pursuant hereto. The remaining 50% of the Shares shall vest at the rate of 1/48th of the Shares per month thereafter, such that all Shares are fully vested after an additional 24-month period. If a Change of Control occurs on a date where more than 50% of Purchaser's Shares have already been released from the Company's Purchase Option, then no additional Shares shall be released from the Company’s repurchase option two years after Purchase Option. For the date of this Agreement, 25% purposes of the Shares foregoing, a Change of Control shall be released from mean the Company’s repurchase option three years after the date occurrence of this Agreement, and the remaining 25% any of the Shares shall be released from the repurchase option four years after such date, subject to Director continuing to be a Service Provider on such dates. (b) In the event of a “Change of Control” of the Company, all of the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange of Shares for Shares of another company and the Company assigns and such other Company assumes this Agreement. For this purpose, a “Change of Control” is defined asfollowing events: (i) Any “"person,” " (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing and their Parents and Subsidiariesamended) is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; or (ii) The consummation of a merger, consolidation, reorganization, sale of stock or similar transaction in which the shareholders of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% of the voting stock or voting power of the surviving entity immediately after such transaction; or (iii) The consummation of the sale or disposition of all or substantially all of the Company’s assets. (c) Any of the Shares which have not yet been released from the Company’s repurchase option are referred to herein as “Unreleased Shares.” (d) The Shares which have been released from the Company’s repurchase option shall be delivered to the Director at the Director’s request (see Section 6).

Release of Shares From Repurchase Option. (a) As of the date of this Agreement, all of the Shares shall be subject to the Company's Repurchase Option. The Shares shall be released from the Repurchase Option as follows: (i) One quarter (1/4) of the Shares shall be released from the Repurchase Option on March 22, 2000; and (ii) One forty-eighth (1/48) shall be released from the Repurchase Option each full calendar month elapsing thereafter during all of which Purchaser was a full time employee of the Company. (b) Any of the Shares which, from time to time, have not yet been released from the Repurchase Option are referred to herein as "Unreleased Shares." (c) The Shares which have been released from the Repurchase Option shall be delivered to the Purchaser at the Purchaser's request (see Section 7). (d) Notwithstanding the foregoing, upon a Change of Control, as defined below, for any reason that occurs while Purchaser is an employee of the Company, that number of Unreleased Shares, if any, which, when aggregated with any Shares previously released from the Repurchase Option, are required to equal fifty percent (50%) of the Shares shall be released from the Repurchase Option on the date the event constituting a Change of Control is consummated. The balance of the Shares subject to the Repurchase Option shall continue to be released from the Repurchase Option on the same schedule (i.e., the same number of shares shall vest each month) as existed prior to the Change of Control. For example, if a Change of Control occurs on a date where 25% of Purchaser's Shares have been released from the Company's Purchase Option, then an additional 25% of the Shares shall be released from the Company’s repurchase option one year after the date of this Agreement, 25Purchase Option pursuant hereto. The remaining 50% of the Shares shall vest at the rate of 1/48th of the Shares per month thereafter, such that all Shares are fully vested after an additional 24-month period. If a Change of Control occurs on a date where more than 50% of Purchaser's Shares have already been released from the Company's Purchase Option, then no additional Shares shall be released from the Company’s repurchase option two years after Purchase Option. For the date of this Agreement, 25% purposes of the Shares foregoing, a Change of Control shall be released from mean the Company’s repurchase option three years after the date occurrence of this Agreement, and the remaining 25% any of the Shares shall be released from the repurchase option four years after such date, subject to Director continuing to be a Service Provider on such dates. (b) In the event of a “Change of Control” of the Company, all of the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange of Shares for Shares of another company and the Company assigns and such other Company assumes this Agreement. For this purpose, a “Change of Control” is defined asfollowing events: (i) Any “"person,” " (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing and their Parents and Subsidiariesamended) is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s 's then outstanding voting securities; orsecurities other than in a private financing transaction approved by the Board of Directors; (ii) The consummation the direct or indirect sale or exchange by the shareholders of the Company of all or substantially all of the stock of the Company; (iii) a merger, consolidation, reorganization, sale of stock merger or similar transaction consolidation in which the Company is a party and in which the shareholders of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% merger or consolidation do not retain, directly or indirectly, at a least majority of the beneficial interest in the voting stock or voting power of the surviving entity immediately Company after such transaction; or (iiiiv) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s 's assets. (c) Any of the Shares which have not yet been released from the Company’s repurchase option are referred to herein as “Unreleased Shares.” (d) The Shares which have been released from the Company’s repurchase option shall be delivered to the Director at the Director’s request (see Section 6).

Release of Shares From Repurchase Option. (a) As of the date of this Agreement, all of the Shares shall be subject to the Company's Repurchase Option. The Shares shall be released from the Repurchase Option as follows: (i) One quarter (1/4) of the Shares shall be released from the Repurchase Option on November 22, 2000; and (ii) One forty-eighth (1/48) shall be released from the Repurchase Option each full calendar month elapsing thereafter during all of which Purchaser was a full time employee of the Company. (b) Any of the Shares which, from time to time, have not yet been released from the Repurchase Option are referred to herein as "Unreleased Shares." (c) The Shares which have been released from the Repurchase Option shall be delivered to the Purchaser at the Purchaser's request (see Section 7). (d) Notwithstanding the foregoing, upon a Change of Control, as defined below, for any reason that occurs while Purchaser is an employee of the Company, that number of Unreleased Shares, if any, which, when aggregated with any Shares previously released from the Repurchase Option, are required to equal fifty percent (50%) of the Shares shall be released from the Repurchase Option on the date the event constituting a Change of Control is consummated. The balance of the Shares subject to the Repurchase Option shall continue to be released from the Repurchase Option on the same schedule (i.e., the same number of shares shall vest each month) as existed prior to the Change of Control. For example, if a Change of Control occurs on a date where 25% of Purchaser's Shares have been released from the Company's Purchase Option, then an additional 25% of the Shares shall be released from the Company’s repurchase option one year after the date of this Agreement, 25Purchase Option pursuant hereto. The remaining 50% of the Shares shall vest at the rate of 1/48th of the Shares per month thereafter, such that all Shares are fully vested after an additional 24-month period. If a Change of Control occurs on a date where more than 50% of Purchaser's Shares have already been released from the Company's Purchase Option, then no additional Shares shall be released from the Company’s repurchase option two years after Purchase Option. For the date of this Agreement, 25% purposes of the Shares foregoing, a Change of Control shall be released from mean the Company’s repurchase option three years after the date occurrence of this Agreement, and the remaining 25% any of the Shares shall be released from the repurchase option four years after such date, subject to Director continuing to be a Service Provider on such dates. (b) In the event of a “Change of Control” of the Company, all of the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange of Shares for Shares of another company and the Company assigns and such other Company assumes this Agreement. For this purpose, a “Change of Control” is defined asfollowing events: (i) Any “"person,” " (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing and their Parents and Subsidiariesamended) is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s 's then outstanding voting securities; orsecurities other than in a private financing transaction approved by the Board of Directors; (ii) The consummation the direct or indirect sale or exchange by the shareholders of the Company of all or substantially all of the stock of the Company; (iii) a merger, consolidation, reorganization, sale of stock merger or similar transaction consolidation in which the Company is a party and in which the shareholders of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% merger or consolidation do not retain, directly or indirectly, at a least majority of the beneficial interest in the voting stock or voting power of the surviving entity immediately Company after such transaction; or (iiiiv) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s 's assets. (c) Any of the Shares which have not yet been released from the Company’s repurchase option are referred to herein as “Unreleased Shares.” (d) The Shares which have been released from the Company’s repurchase option shall be delivered to the Director at the Director’s request (see Section 6).

Release of Shares From Repurchase Option. (a) As of the date of this Agreement, all of the Shares shall be subject to the Company's Repurchase Option. The Shares shall be released from the Repurchase Option as follows: (i) One quarter (1/4) of the Shares shall be released from the Repurchase Option on March 22, 2000; and (ii) One forty-eighth (1/48) shall be released from the Repurchase Option each full calendar month elapsing thereafter during all of which Purchaser was a full time employee of the Company. (b) Any of the Shares which, from time to time, have not yet been released from the Repurchase Option are referred to herein as "Unreleased Shares." (c) The Shares which have been released from the Repurchase Option shall be delivered to the Purchaser at the Purchaser's request (see Section 7). (d) Notwithstanding the foregoing, upon a Change of Control, as defined below, for any reason that occurs while Purchaser is an employee of the Company, that number of Unreleased Shares, if any, which, when aggregated with any Shares previously released from the Repurchase Option, are required to equal fifty percent (50%) of the Shares shall be released from the Repurchase Option on the date the event constituting a Change of Control is consummated. The balance of the Shares subject to the Repurchase Option shall continue to be released from the Repurchase Option on the same schedule (i.e., the same number of shares shall vest each month) as existed prior to the Change of Control. For example, if a Change of Control occurs on a date where 25% of Purchaser's Shares have been released from the Company's Purchase Option, then an additional 25% of the Shares shall be released from the Company’s repurchase option one year after the date of this Agreement, 25Purchase Option pursuant hereto. The remaining 50% of the Shares shall vest at the rate of 1/48th of the Shares per month thereafter, such that all Shares are fully vested after an additional 24-month period. If a Change of Control occurs on a date where more than 50% of Purchaser's Shares have already been released from the Company's Purchase Option, then no additional Shares shall be released from the Company’s repurchase option two years after Purchase Option. For the date of this Agreement, 25% purposes of the Shares foregoing, a Change of Control shall be released from mean the Company’s repurchase option three years after the date occurrence of this Agreement, and the remaining 25% any of the Shares shall be released from the repurchase option four years after such date, subject to Director continuing to be a Service Provider on such dates. (b) In the event of a “Change of Control” of the Company, all of the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange of Shares for Shares of another company and the Company assigns and such other Company assumes this Agreement. For this purpose, a “Change of Control” is defined asfollowing events: (i) Any “"person,” " (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing and their Parents and Subsidiariesamended) is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s 's then outstanding voting securities; or (ii) The consummation securities other than in a private financing transaction approved by the Board of a merger, consolidation, reorganization, sale of stock or similar transaction in which the shareholders of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% of the voting stock or voting power of the surviving entity immediately after such transaction; or (iii) The consummation of the sale or disposition of all or substantially all of the Company’s assets. (c) Any of the Shares which have not yet been released from the Company’s repurchase option are referred to herein as “Unreleased Shares.” (d) The Shares which have been released from the Company’s repurchase option shall be delivered to the Director at the Director’s request (see Section 6).Directors;

Release of Shares From Repurchase Option. (a) As of the date of this Agreement, all of the Shares shall be subject to the Company's repurchase option (the "REPURCHASE OPTION"). The Shares shall be released from the Repurchase Option as follows: (i) One quarter (1/4) of the Shares shall be released from the Repurchase Option on January 13, 1999; and (ii) One forty-eighth (1/48) shall be released from the Repurchase Option each full calendar month elapsing thereafter during all of which Purchaser was a full time employee of the Company. (b) Any of the Shares which, from time to time, have not yet been released from the Repurchase Option are referred to herein as "UNRELEASED SHARES". (c) The Shares which have been released from the Repurchase Option shall be delivered to the Purchaser at the Purchaser's request. (d) Notwithstanding the foregoing, upon a Change of Control, as defined below, for any reason that occurs while Purchaser is an employee of the Company, that number of Unreleased Shares, if any, which, when aggregated with any Shares previously released from the Repurchase Option, are required to equal fifty percent (50%) of the Shares shall be released from the Repurchase Option on the date the event constituting a Change of Control is consummated. The balance of the Shares subject to the Repurchase Option shall continue to be released form the Repurchase Option on the same schedule as existed prior to the Change of Control. For example, if a Change of Control occurs on a date where 25% of Purchaser's Shares have been released from the Company's Purchase Option, then an additional 25% of the Shares shall be released from the Company’s repurchase option one year after the Purchase Option pursuant hereto. If a Change of Control occurs on a date of this Agreement, 25where more than 50% of Purchaser's Shares have already been released from the Company's Purchase Option, then no additional Shares shall be released from the Company’s repurchase option two years after Purchase Option. For the date of this Agreement, 25% purposes of the Shares foregoing, a Change of Control shall be released from mean the Company’s repurchase option three years after the date occurrence of this Agreement, and the remaining 25% any of the Shares shall be released from the repurchase option four years after such date, subject to Director continuing to be a Service Provider on such dates. (b) In the event of a “Change of Control” of the Company, all of the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange of Shares for Shares of another company and the Company assigns and such other Company assumes this Agreement. For this purpose, a “Change of Control” is defined asfollowing events: (i) Any “"person,” " (as such term is used defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing and their Parents and Subsidiariesamended) is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s 's then outstanding voting securities; orsecurities other than in a private financing transaction approved by the Board of Directors; (ii) The consummation the direct or indirect sale or exchange by the shareholders of the Company of all or substantially all of the stock of the Company; (iii) a merger, consolidation, reorganization, sale of stock merger or similar transaction consolidation in which the Company is a party and in which the shareholders of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% merger or consolidation do not retain, directly or indirectly, at a least majority of the beneficial interest in the voting stock or voting power of the surviving entity immediately Company after such transaction; or (iii) The consummation of the sale or disposition of all or substantially all of the Company’s assets. (c) Any of the Shares which have not yet been released from the Company’s repurchase option are referred to herein as “Unreleased Shares.” (d) The Shares which have been released from the Company’s repurchase option shall be delivered to the Director at the Director’s request (see Section 6).

Release of Shares From Repurchase Option. (a) 25% The Shares will be released from the Company’s Repurchase Option pursuant to the table below (each, a “Release Date”); so long as the Purchaser’s service to the Company has not been terminated or otherwise cancelled prior to such Release Date. Upon the Company obtaining an aggregate of at least $100,000 in equity or debt financing after the date of this Agreement (the “First Qualified Financing”). 56,077 Shares Upon the Company obtaining an aggregate of at least $500,000 in equity or debt financing after the First Qualified Financing. An aggregate 84,115 Shares, subject to quarterly vesting of 10,514 over a two-year period. (b) If Purchaser’s service to the Company is terminated by the Company without Cause (as defined in Section (g) below) before the first anniversary of this Agreement, the number of Shares that would have been released from the Company’s repurchase option if the termination occurred one calendar quarter after the actual date of termination shall be released from the Company’s repurchase option. (c) If Purchaser’s service to the Company is terminated because of death or disability, the number of Shares that would be released from the Company’s repurchase option on the next Release Date following the date of Purchaser’s death or disability shall be released from the Company’s repurchase option one year after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option two years after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option three years after the date of this Agreement, and the remaining 25% of the Shares shall be released from the repurchase option four years after on such date, subject to Director continuing to be a Service Provider on such dates. (b) In the event of a “Change of Control” of the Company, all of the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange of Shares for Shares of another company and the Company assigns and such other Company assumes this Agreement. For this purpose, a “Change of Control” is defined as: (i) Any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing and their Parents and Subsidiaries) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; or (ii) The consummation of a merger, consolidation, reorganization, sale of stock or similar transaction in which the shareholders of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% of the voting stock or voting power of the surviving entity immediately after such transaction; or (iii) The consummation of the sale or disposition of all or substantially all of the Company’s assets. (cd) Any of the Shares which have not yet been released from the Company’s repurchase option are referred to herein as “Unreleased Shares.” (de) The Shares which have been released from the Company’s repurchase option shall be delivered to the Director Purchaser at the DirectorPurchaser’s request request. (see f) Notwithstanding anything set forth in this Section 64, if Purchaser’s service to the Company is involuntarily terminated within one year of the merger or reorganization of the Company with or into another corporation, entity or person or the sale of all of or substantially all of the Company’s assets to another corporation, entity or person (unless if immediately after such merger, reorganization or sale of assets, at least 51% of the capital stock or equity interests in such other corporation, entity or person are owned by persons who owned in the aggregate at least 51% of the capital stock of the Company immediately before such merger, reorganization or sale of assets), the greater of (i) 25% of the Unreleased Shares, or (ii) the amount of Shares that would have been released from the Company’s repurchase option up to one year after the date of termination of Purchaser’s services, shall be released from the Company’s repurchase option.

Release of Shares From Repurchase Option. (a) The Shares shall be released from the Repurchase Option as follows: PERCENTAGE OF SHARES FOR WHICH THE SHARES ARE RELEASED FROM THE DATE REPURCHASE OPTION -------------------------------------------------------------------- ---------------------------------- Upon the date the Purchaser commences employment with the 25% Company Upon the one year anniversary of the date the Purchaser commences 18.75% employment with the Company Monthly for three (3) years beginning after the one year anniversary 1.5625% of the date the Purchaser commences employment with the Company In the event that the Purchaser is terminated by the Company without Cause (as defined in the Employment Agreement) or the Purchaser terminates employment with the Company for Good Reason (as defined in the Employment Agreement), the Shares shall be released from the Company’s repurchase option one year after Repurchase Option on the date Termination Date for the period of this employment plus the Purchaser's Severance Period (as defined in the Employment Agreement), 25% and all other Shares may be repurchased by the Company pursuant to Section 3 hereof. In the event of the Purchaser's death or Disability (as defined in the Employment Agreement), all Shares shall be released from the Company’s repurchase option two years after Repurchase Option. In the date event of this a Change of Control (as defined in the Employment Agreement), 25% of the all Shares shall be released from the Company’s repurchase option three years after the date Repurchase Option. The release of this Agreement, and the remaining 25% of the Shares shall be released shares from the repurchase option four years after such dateRepurchase Option is cumulative, subject to Director continuing to be a Service Provider on such dates. (b) In but shall not exceed 100%. If the event of a “Change of Control” of foregoing schedule would produce fractional Shares, the Company, all of the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange number of Shares for Shares which the Repurchase Option is released shall be rounded down to the nearest whole Share." 2. Except as specifically amended herein, all terms and conditions contained in the Restricted Stock Purchase Agreement shall remain in full force and effect. To the extent there is any conflict between the Restricted Stock Purchase Agreement and this Amendment, the terms of another company this Amendment shall prevail. 3. This Amendment shall be governed by and construed under the Company assigns and such other Company assumes this Agreement. For this purpose, a “Change of Control” is defined as: (i) Any “person,” as such term is used in Sections 13(d) and 14(d) laws of the Securities Exchange Act State of 1934, New Jersey as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing applied to agreements among New Jersey residents entered into and their Parents and Subsidiaries) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; or (ii) The consummation of a merger, consolidation, reorganization, sale of stock or similar transaction in which the shareholders of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% of the voting stock or voting power of the surviving entity immediately after such transaction; or (iii) The consummation of the sale or disposition of all or substantially all of the Company’s assetsto be performed entirely within New Jersey. (c) Any 4. This Amendment may be executed in any number of the Shares counterparts, each of which have not yet been released from the Company’s repurchase option are referred to herein as “Unreleased Shares.” (d) The Shares which have been released from the Company’s repurchase option shall be delivered to the Director at the Director’s request (see Section 6)an original, but both of which together shall constitute one instrument.

Release of Shares From Repurchase Option. (ai) Twenty-five percent (25% %) of the Shares shall be released from the Company’s 's repurchase option exactly one year after the date of execution of this Agreement, 25% Agreement and one forty-eighth (1/48) of the Shares shall be released from each month thereafter, provided in each case that the Company’s repurchase option two years after Founder's Continuous Status with the Company has not terminated prior to the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option three years after the date of this Agreement, and the remaining 25% of the Shares shall be released from the repurchase option four years after any such date, subject to Director continuing to be a Service Provider on such datesrelease. (b) In the event of a “Change of Control” of the Company, all of the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange of Shares for Shares of another company and the Company assigns and such other Company assumes this Agreement. For this purpose, a “Change of Control” is defined as: (i) Any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing and their Parents and Subsidiaries) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; or (ii) The consummation With respect to the vesting set forth in Section 4(a)(i) above, in the case of a merger, consolidation, reorganization, sale of stock or similar transaction in which the shareholders an Acquisition of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% of as defined below), then the voting stock or voting power of the surviving entity immediately after such transaction; or (iii) The consummation of the sale or disposition of all or substantially all of the Company’s assets. (c) Any balance of the Shares which have not yet been released from the Company’s 's repurchase option are referred to herein as “Unreleased Shares.” (d) The Shares which have been set forth above shall be released from the Company’s 's repurchase option as follows: (A) Fifty percent (50%) of the Unreleased Shares (as defined below) shall be delivered released from the Company's repurchase option as of the date of closing of the Acquisition. (B) Upon consummation of the Acquisition, the remainder of the Unreleased Shares shall continue to vest in accordance with the terms of this Agreement; provided, however, that if Founder's employment with the Company or the -------- ------- successor corporation, as applicable, is terminated by the successor corporation as a result of an Involuntary Termination (as defined below) other than for Cause (as defined below) within twelve months following an Acquisition, the remainder of all Unreleased Shares shall be released from the Company's repurchase option as of the date of such Involuntary Termination. For purposes of this Section 4, any of the following events shall constitute an "Involuntary Termination": (i) a significant reduction of the Founder's duties, authority or responsibilities, relative to the Director at Founder's duties, authority or responsibilities as in effect immediately prior to the Director’s request Acquisition, or the assignment to Founder of such reduced duties, authority or responsibilities; (see Section 6)ii) a substantial reduction of the facilities and perquisites (including office space and location) available to the Founder immediately prior to the Acquisition; (iii) a reduction in the base salary of the Founder as in effect immediately prior to the Acquisition; (iv) a material reduction in the kind or level of employee benefits, including bonuses, to which the Founder was entitled immediately prior to the Acquisition with the result that the Founder's overall benefits package is significantly reduced; (v) the relocation of the Founder to a facility or a location more than fifty (50) miles from the Founder's then present location, without the Founder's express written consent; (vi) any purported termination of the Founder by the successor corporation which is not effected for disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (vii) any act or set of facts or circumstances which would, under California law or statute constitute a constructive termination of the Founder.

Release of Shares From Repurchase Option. (a) 2550% of the Shares shall be released from the Company’s repurchase option one year after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option two years after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option three years after the date of this Agreement, ; and the remaining 2550% of the Shares shall be released from the repurchase option four two years after such date, subject to Director Purchaser continuing to be a Service Provider on such dates. (b) In the event of a “Change of Control” of the Company, all of the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange of Shares for Shares of another company and the Company assigns and such other Company assumes this Agreement. For this purpose, a “Change of Control” is defined as: (i) Any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing and their Parents and Subsidiaries) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; or (ii) The consummation of a merger, consolidation, reorganization, sale of stock or similar transaction in which the shareholders of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% of the voting stock or voting power of the surviving entity immediately after such transaction; or (iii) The consummation of the sale or disposition of all or substantially all of the Company’s assets. (c) Any of the Shares which have not yet been released from the Company’s repurchase option are referred to herein as “Unreleased Shares.” (d) The Shares which have been released from the Company’s repurchase option shall be delivered to the Director Purchaser at the DirectorPurchaser’s request (see Section 6).

Release of Shares From Repurchase Option. (a) 25% All of the Shares Stock purchased hereunder shall be released from the Company’s repurchase option one year after Repurchase Option upon the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option two years after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option three years after the date of this Agreement, and the remaining 25% of the Shares shall be released from the repurchase option four years after such date, subject to Director continuing to be a Service Provider on such dates. (b) In the event of a “Change of Control” of the Company, all of the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange of Shares for Shares of another company and the Company assigns and such other Company assumes this Agreement. For this purpose, a “Change of Control” is defined as: closing of: (i) Any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing and their Parents and Subsidiaries) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly direct or indirectly, of securities of the Company representing 50% indirect sale or more of the total voting power represented exchange by the Company’s then outstanding voting securities; or (ii) The consummation of a merger, consolidation, reorganization, sale of stock or similar transaction in which the shareholders of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% of all or substantially all of the voting stock or voting power of the surviving entity immediately after such transactionCompany; or (ii) merger; or (iii) The consummation of the sale sale, exchange, or disposition transfer of all or substantially all of the Company’s assets. , whereby such sale, exchange, merger or transfer set forth in (ci), (ii) Any or (iii) is with a publicly-traded corporation ((i), (ii) and (iii), a “Qualifying Transaction”); provided, however, that no transaction shall constitute a Qualifying Transaction unless the participating public corporation initially contacted Purchasers or was contacted by Purchasers with respect to such Qualifying Transaction (i.e., Qualifying Transactions shall not be deemed to include transactions pursuant to which such participating entity initially contacts the Company or is contacted by the Company or one of the Shares which have not yet been released from the Company’s repurchase option are referred agents (excluding Purchasers) with respect to herein such transaction independently of Purchasers). At all times the Company shall have the right to accept or reject any proposed transaction, including any which may qualify as “Unreleased Shares.” a Qualifying Transaction, and to approve or disapprove any terms and conditions of any proposed transaction, including any which may qualify as a Qualifying Transaction. Notwithstanding the foregoing, if the Company enters into a letter or intent or definitive agreement for a Qualifying Transaction and such Qualifying Transaction does not close, fifty percent (d50%) The Shares which have been released from of the Company’s repurchase option shares purchased pursuant to this Agreement shall be delivered deemed to be not subject to the Director at Repurchase Option if and only if the Director’s request Company consummates a sale, exchange, merger or transfer set forth in (see Section i), (ii) or (iii) above within six (6) months of the entry into such letter of intent or definitive agreement, and such letter of intent or definitive agreement is successfully used by the Company in its negotiations for such sale, exchange, merger or transfer to obtain terms more advantageous to the Company than would otherwise be obtainable without such letter or intent or definitive agreement (with Purchasers bearing the burden of proof with respect to the foregoing); in such event, any repurchase of shares by the Company which may have already occurred pursuant to this Agreement shall be deemed effective only with respect to the remaining 50% of the shares purchased pursuant to this Agreement upon the return by Purchasers of payments with respect thereto.

Release of Shares From Repurchase Option. (a) 25% The number of the Shares shall to be released from the Company’s repurchase option one year after 's Repurchase Option is set forth in a schedule attached hereto as Exhibit A, provided, that, in the case of a termination without cause (as defined below) and subject to Purchaser releasing the Company of all claims of Purchaser arising from the employment relationship (other than claims arising from wilful misconduct by the Company), the date of this Agreement, 25% cessation of employment used to calculate the number of Shares shall be released from the Company’s repurchase option two years 's Repurchase Option shall be deemed to be a date six months after the actual date of termination, and provided further, that, as to each incremental period resulting in the release of Shares from such Repurchase Option, that the Purchaser's employment or services have not been terminated prior to the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option three years after the date of this Agreement, and the remaining 25% of the Shares shall be released from the repurchase option four years after any such date, subject to Director continuing to be a Service Provider on such datesrelease. (b) In the event of a “Change of Control” of the Company, all of the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange of Shares for Shares of another company and the Company assigns and such other Company assumes this Agreement. For this purpose, a “Change of Control” is defined as: (i) Any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing and their Parents and Subsidiaries) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; or (ii) The consummation of a merger, consolidation, reorganization, sale of stock or similar transaction in which the shareholders of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% of the voting stock or voting power of the surviving entity immediately after such transaction; or (iii) The consummation of the sale or disposition of all or substantially all of the Company’s assets. (c) Any of the Shares which have not yet been released from the Company’s repurchase option 's Repurchase Option are referred to herein as “Unreleased Shares"UNRELEASED SHARES.”" (dc) The Shares which For purposes of Section 4(a), a termination without cause shall mean (i) any action by the officers, or Board of Directors of the Company to terminate or not to renew Purchaser's employment by the Company, other than as a result of [A] Purchaser's refusal or failure to perform his duties as reasonably prescribed by the officers or the Board of Directors (if such failure or refusal is not cured within 30 days after notice thereof by the Company), [B] a material breach by Purchaser of the Company's written policies and procedures, or of any agreement between Purchaser and the Company, or [C] conviction of Purchaser of a felony, or (ii) the resignation by Purchaser, or other action by Purchaser to terminate his employment, under circumstances where there has been a material reduction in his duties, responsibilities or position with the Company, or where there have been released from actions by the Company or its officers to create a working environment that materially impedes Purchaser's ability to satisfy his employment obligations to the Company’s repurchase option shall be delivered to the Director at the Director’s request (see Section 6).

Release of Shares From Repurchase Option. (a) 25% Fifty Percent (50%) of the Shares shall be released from the Company’s repurchase option one year after 's Repurchase Option on the date of this Agreement, 25% Agreement and one thirty-sixth (1/36) of the remaining Shares shall be released from the Company’s repurchase option two years after 's Repurchase Option on the first day of each calendar month thereafter until all of the Shares have been released; provided in each case that the Founder has not ceased to be an employee or a director of or a consultant to the Company prior to the date of this Agreementany such release, 25but in which case the Founder shall get vesting credit for the number of days in the final month that the Founder is an employee or a director of or a consultant to the Company. (b) Notwithstanding anything set forth in Section 2(a) above, (i) In the event the Founder's employment terminates other than for Cause within 12 months after a Change of Control, one hundred percent (100%) of the Unreleased Shares (as defined below) shall be released from the Company's Repurchase Option upon the date of such termination. For purposes of the foregoing, a "CHANGE OF CONTROL" shall occur upon the closing of a merger or consolidation of the Company with or into any other corporation or other entity, or sale of all or substantially all of the assets of the Company, unless the shareholders of the Company immediately prior to such transaction hold at least 50% of the outstanding equity securities of the entity surviving such merger or consolidation or the entity purchasing such assets. (ii) In the event the Founder's employment terminates other than by the Company for Cause, the Founder (or the Founder's executor in the case of death or disability) and the Company shall negotiate in good faith and enter into a settlement and release agreement on terms and conditions acceptable to the Company and the Founder (or the Founder's executor in the case of death or disability), which shall provide, among other things, that one hundred percent (100%) of the Unreleased Shares shall be released from the Company’s repurchase option 's Repurchase Option on the date of such termination and that Founder shall be provided with Founder's then current salary and benefits from the date of such termination until the date that is three years after from the date of this Agreement, and the remaining 25% of the Shares shall be released from the repurchase option four years after such date, subject to Director continuing to be a Service Provider on such dates. (b) In the event of a “Change of Control” of Agreement in accordance with the Company, all of the 's standard payroll practices. The Unreleased Shares shall be released from the Company’s repurchase option, unless 's Repurchase Option only upon the transaction constituting a Change execution of the settlement and release agreement by the Founder (or the Founder's executor in Control includes an exchange the case of Shares for Shares of another company death or disability) and the Company assigns and such other Company assumes this Agreement. For this purpose, a “Change of Control” is defined as: (i) Any “person,” as such term is used in Sections 13(d) on the terms and 14(d) of the Securities Exchange Act of 1934, as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing and their Parents and Subsidiaries) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; or (ii) The consummation of a merger, consolidation, reorganization, sale of stock or similar transaction in which the shareholders of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% of the voting stock or voting power of the surviving entity immediately after such transaction; or (iii) The consummation of the sale or disposition of all or substantially all of the Company’s assetsconditions set forth therein. (c) Any For the purposes of this Section 2, the Shares which have not yet been released from the Company’s repurchase option are following terms referred to herein as “Unreleased Shares.” (d) The Shares which in this Agreement shall have been released from the Company’s repurchase option shall be delivered to the Director at the Director’s request (see Section 6).following meanings:

Release of Shares From Repurchase Option. (a) 25% Seventy-five percent (75%) of each Founders' Stock shall be subject to the Company's Repurchase Option as of the Shares Closing Date (as defined in the Purchase Agreement) (the "Vesting Start Date"); provided that it is understood that such portion of each Founders' Stock shall be inclusive of the shares held in escrow pursuant to the Escrow Agreement. The Founders' Stock subject to the Repurchase Option of each Founder shall be released from the Company’s repurchase option one year after 's Repurchase Option as follows: (i) the date portion (if any) of this Agreement, 25% each Founder's shares subject to the Escrow Agreement which have not been released to Indemnified Parties in satisfaction of the Shares Damages shall be released from the Company’s repurchase option two years after 's Repurchase Option at the date of this Agreement, 25% first anniversary of the Shares Vesting Start Date; and (ii) one-third of the shares of such Founder's Founders' Stock subject to the Repurchase Option shall be released from the Company’s repurchase option three years after 's Repurchase Option at the second and third anniversary of the Vesting Start Date (respectively), provided that in each case the applicable Founder's employment by or services to HumanClick has not been terminated voluntarily (excluding voluntary termination for Good Reason) or for Cause prior to the date of this Agreement, any such release and the remaining 25% Company has not exercised its Repurchase Option pursuant to Section 1 hereunder. On the termination of the Shares employment of a Founder by HumanClick not for Cause or in case of termination due to death or disability or by the Founder for Good Reason, all Unreleased Founders' Stock held by such Founder shall be immediately released from the repurchase option four years after Company's Repurchase Option and shall be delivered to such date, subject to Director continuing to be a Service Provider on such datesFounder. (b) In the event of a “Change of Control” of the Company, all of the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange of Shares for Shares of another company and the Company assigns and such other Company assumes this Agreement. For this purpose, a “Change of Control” is defined as: (i) Any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing and their Parents and Subsidiaries) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; or (ii) The consummation of a merger, consolidation, reorganization, sale of stock or similar transaction in which the shareholders of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% of the voting stock or voting power of the surviving entity immediately after such transaction; or (iii) The consummation of the sale or disposition of all or substantially all of the Company’s assets. (c) Any of the Shares shares of Founders' Stock which have not yet been released from the Company’s repurchase option 's Repurchase Option are referred to herein as “"Unreleased SharesFounders' Stock.”" Unreleased Founders' Stock shall be deemed to exclude any shares released to any Indemnified Party or subject to Claim Notices on the Release Date under the Escrow Agreement; provided that if any shares subject to a Claim Notice on the Release Date are to be subsequently released to the Founders (or a trustee) pursuant to the Escrow Agreement, such released shares shall then be deemed to be Unreleased Founders' Stock until released from the Company's Repurchase Option pursuant to the terms of this Agreement and with joint written direction provided to the Escrow Agent executed by both parties in the form attached hereto as Exhibit A. (dc) The Shares shares of Founders' Stock which have been released from the Company’s repurchase option 's Repurchase Option shall be delivered to an Israeli trustee, the identity of which shall be delivered to the Director Company and the Escrow Agent within 30 days of the date hereof (the "Israeli Trustee"), for the benefit of the applicable Founder at such Founder's request. (d) Employment with HumanClick constitutes at-will employment. This Agreement shall not confer upon any Founder any right with respect to continuation of employment by HumanClick, nor shall it interfere with or affect in any manner the Director’s request (see Section 6).right or power of HumanClick, or a parent or subsidiary of HumanClick, to terminate any Founder's employment at any time or for any reason, with or without

Release of Shares From Repurchase Option. (a) 25% Provided in each case that Purchaser's continuous status as an employee or consultant of the Company has not terminated prior to such date: the Shares subject to this Agreement shall be released from the Company’s repurchase option one year after Repurchase Option to the date extent of this Agreement, twenty-five percent (25% %) of the Shares shall be released from the Company’s repurchase option two years after the date subject to this Agreement as of this AgreementJuly 17, 25% 1997 and one-forty-eighth (1/48th) of the Shares shall be released from the Company’s repurchase option three years after the date of this Agreement, and the remaining 25% of the Shares shall be released from the repurchase option four years after such date, subject to Director continuing the Agreement at the end of each month thereafter; in addition to be a Service Provider on such dates. (b) In the foregoing, unless expressly waived by Purchaser, in the event of a “Change (A) the sale of Control” all or substantially all of the Company, all of 's assets or the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange of Shares for Shares of another company and the Company assigns and such other Company assumes this Agreement. For this purpose, a “Change of Control” is defined as: (i) Any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing and their Parents and Subsidiaries) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly merger or indirectly, of securities consolidation of the Company representing 50% (or more any series of the total voting power represented by the Company’s then outstanding voting securities; or (iitransactions which results in such a merger or consolidation) The consummation of a merger, consolidation, reorganization, sale of stock with or similar transaction in into another company pursuant to which the shareholders of the Company before immediately prior to the closing of such transaction merger or consolidation (and their Parents and Subsidiariesor series of transactions) own less than 50% of the voting stock or voting power securities of the surviving entity company immediately after following the closing of such transaction; or merger or consolidation (iiia "MERGER" and collectively with the sale of assets an "ACQUISITION"), and (B) The consummation the acquiror fails --- to provide Purchaser with both cash compensation and operational responsibility that is at least equal in terms of salary and benefits and operating duties, respectively, to that which Purchaser was receiving from the Company at the time of the sale or disposition of all or substantially Acquisition, then all of the Company’s assetsUnreleased Shares will be released from the Repurchase Option as of the closing date of the Acquisition and become fully vested immediately prior to the closing of the Acquisition. (cb) Any of the Shares which have not yet been released from the Company’s repurchase option 's Repurchase Option are referred to herein as “"Unreleased Shares.” (d) The Shares which have been released from the Company’s repurchase option shall be delivered to the Director at the Director’s request (see Section 6)."

Release of Shares From Repurchase Option. (a) As of the date of this Agreement, all of the Shares shall be subject to the Company's Repurchase Option. The Shares shall be released from the Repurchase Option as follows: (i) One quarter (1/4) of the Shares shall be released from the Repurchase Option on November 14, 2000; and (ii) One forty-eighth (1/48) shall be released from the Repurchase Option each full calendar month elapsing thereafter during all of which Purchaser was a full time employee of the Company. (b) Any of the Shares which, from time to time, have not yet been released from the Repurchase Option are referred to herein as "Unreleased Shares." (c) The Shares which have been released from the Repurchase Option shall be delivered to the Purchaser at the Purchaser's request (see Section 7). (d) Notwithstanding the foregoing, upon a Change of Control, as defined below, for any reason that occurs while Purchaser is an employee of the Company, that number of Unreleased Shares, if any, which, when aggregated with any Shares previously released from the Repurchase Option, are required to equal fifty percent (50%) of the Shares shall be released from the Repurchase Option on the date the event constituting a Change of Control is consummated. The balance of the Shares subject to the Repurchase Option shall continue to be released from the Repurchase Option on the same schedule (i.e., the same number of shares shall vest each month) as existed prior to the Change of Control. For example, if a Change of Control occurs on a date where 25% of Purchaser's Shares have been released from the Company's Purchase Option, then an additional 25% of the Shares shall be released from the Company’s repurchase option one year after the date of this Agreement, 25Purchase Option pursuant hereto. The remaining 50% of the Shares shall vest at the rate of 1/48th of the Shares per month thereafter, such that all Shares are fully vested after an additional 24-month period. If a Change of Control occurs on a date where more than 50% of Purchaser's Shares have already been released from the Company's Purchase Option, then no additional Shares shall be released from the Company’s repurchase option two years after Purchase Option. For the date of this Agreement, 25% purposes of the Shares foregoing, a Change of Control shall be released from mean the Company’s repurchase option three years after the date occurrence of this Agreement, and the remaining 25% any of the Shares shall be released from the repurchase option four years after such date, subject to Director continuing to be a Service Provider on such dates. (b) In the event of a “Change of Control” of the Company, all of the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange of Shares for Shares of another company and the Company assigns and such other Company assumes this Agreement. For this purpose, a “Change of Control” is defined asfollowing events: (i) Any “"person,” " (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing and their Parents and Subsidiariesamended) is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s 's then outstanding voting securities; orsecurities other than in a private financing transaction approved by the Board of Directors; (ii) The consummation the direct or indirect sale or exchange by the shareholders of the Company of all or substantially all of the stock of the Company; (iii) a merger, consolidation, reorganization, sale of stock merger or similar transaction consolidation in which the Company is a party and in which the shareholders of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% merger or consolidation do not retain, directly or indirectly, at a least majority of the beneficial interest in the voting stock or voting power of the surviving entity immediately Company after such transaction; or (iiiiv) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s 's assets. (c) Any of the Shares which have not yet been released from the Company’s repurchase option are referred to herein as “Unreleased Shares.” (d) The Shares which have been released from the Company’s repurchase option shall be delivered to the Director at the Director’s request (see Section 6).

Release of Shares From Repurchase Option. (a) 25% The Shares will be released from the Company’s Repurchase Option pursuant to the table below (each, a “Release Date”); so long as the Purchaser’s service to the Company has not been terminated or otherwise cancelled prior to such Release Date. Release Date Shares Released Upon the Company obtaining an aggregate of at least $1,000,000 in equity or debt financing after the First Qualified Financing. An aggregate 56,077 Shares, subject to quarterly vesting of 7,009 over a two-year period. Occurred on June 10, 2017 7,009 September 10, 2017 7,009 December 10, 2017 7,009 March 10, 2018 7,010 June 10, 2018 7,010 September 10, 2018 7,010 December 10, 2018 7,010 March 10, 2019 7,010 (b) If Purchaser’s service to the Company is terminated by the Company without Cause (as defined in Section (g) below) before the first anniversary of this Agreement, the number of Shares that would have been released from the Company’s repurchase option if the termination occurred one calendar quarter after the actual date of termination shall be released from the Company’s repurchase option. (c) If Purchaser’s service to the Company is terminated because of death or disability, the number of Shares that would be released from the Company’s repurchase option on the next Release Date following the date of Purchaser’s death or disability shall be released from the Company’s repurchase option one year after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option two years after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option three years after the date of this Agreement, and the remaining 25% of the Shares shall be released from the repurchase option four years after on such date, subject to Director continuing to be a Service Provider on such dates. (b) In the event of a “Change of Control” of the Company, all of the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange of Shares for Shares of another company and the Company assigns and such other Company assumes this Agreement. For this purpose, a “Change of Control” is defined as: (i) Any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing and their Parents and Subsidiaries) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; or (ii) The consummation of a merger, consolidation, reorganization, sale of stock or similar transaction in which the shareholders of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% of the voting stock or voting power of the surviving entity immediately after such transaction; or (iii) The consummation of the sale or disposition of all or substantially all of the Company’s assets. (cd) Any of the Shares which have not yet been released from the Company’s repurchase option are referred to herein as “Unreleased Shares.” (de) The Shares which have been released from the Company’s repurchase option shall be delivered to the Director Purchaser at the DirectorPurchaser’s request request. (see f) Notwithstanding anything set forth in this Section 64, if Purchaser’s service to the Company is involuntarily terminated within one year of the merger or reorganization of the Company with or into another corporation, entity or person or the sale of all of or substantially all of the Company’s assets to another corporation, entity or person (unless if immediately after such merger, reorganization or sale of assets, at least 51% of the capital stock or equity interests in such other corporation, entity or person are owned by persons who owned in the aggregate at least 51% of the capital stock of the Company immediately before such merger, reorganization or sale of assets), the greater of (i) 25% of the Unreleased Shares, or (ii) the amount of Shares that would have been released from the Company’s repurchase option up to one year after the date of termination of Purchaser’s services, shall be released from the Company’s repurchase option.

Release of Shares From Repurchase Option. (a) 25% of Subject to the accelerated vesting provisions below, the Shares shall be released from the Company’s repurchase option one year after Repurchase Option at the date of this Agreement, 25% of same time and in the same amounts as such Shares shall be are released from the Company’s repurchase option two years after the date of this Agreement, 25% restriction on transfer pursuant to Section 2.1(a) of the Shares shall be released from the Company’s repurchase option three years after the date of this Agreement, and the remaining 25% of the Shares shall be released from the repurchase option four years after such date, subject to Director continuing to be a Service Provider on such datesLatch Disclosure Schedule. (b) In the event Stockholder ceases to be a Service Provider by reason of a termination by the Company without Cause (as defined in the Employment Agreement), a resignation for Good Reason (as defined in the Employment Agreement), or the Stockholder’s death or Disability (as defined in the Employment Agreement) (collectively, an “Change of Control” Involuntary Termination”), then a portion of the Company, all of the Unreleased Shares shall be immediately released from the Company’s repurchase option, unless Repurchase Option upon said Involuntary Termination in an amount equal to the transaction constituting a Change in Control includes an exchange greater of Shares for Shares of another company and the Company assigns and such other Company assumes this Agreement. For this purpose, a “Change of Control” is defined as: (i) Any “person,” the number of Shares that would have been released from the Repurchase Option if linear interpolation had been applied between the Share Price Thresholds (as such term is used defined in Sections 13(d) and 14(dSection 2.1(a) of the Securities Exchange Act Latch Disclosure Schedules) based on the 60 trading day volume weighted average price per share of 1934, as amended (other than a group consisting of the Company’s shareholders Latch common stock as of the date of such Involuntary Termination and (ii) the number of Shares that equals the product of (a) the total number of all of the Shares multiplied by (b) the quotient of (x) the number of calendar days between Closing and their Parents the date of such Involuntary Termination divided by (y) 1,825, in the case of each of clause (i) and Subsidiaries) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Actii), directly or indirectlyreduced by the number of Shares that have been previously released from the Repurchase Option; provided, however, that in no event will the total aggregate number of securities of Shares that have been released from the Company representing 50Repurchase Option be less than 40% or more of the total voting power represented by the Company’s then outstanding voting securities; or (ii) The consummation number of a merger, consolidation, reorganization, sale of stock or similar transaction in which the shareholders of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% of the voting stock or voting power of the surviving entity immediately after such transaction; or (iii) The consummation of the sale or disposition of all or substantially all of the Company’s assetsShares pursuant to this Section 2(b). (c) Any Subject to the provisions of Section 3, the Shares which have not yet been released from the Company’s repurchase option are referred to herein as “Unreleased Shares.” (d) The Shares which have been released from the Company’s repurchase option Repurchase Option shall be delivered to the Director Stockholder at the DirectorStockholder’s request (see Section 6)request.

Release of Shares From Repurchase Option. (a) 25% The Shares shall be released from the Company’s repurchase option upon the commencement of Phase I clinical trials of a product incorporating the Licensed Subject Matter. (b) In the event a Trigger Event has occurred and the Company has not abandoned the development of the Licensed Subject Matter, the Shares shall be released from the Company’s repurchase option one year after upon the date commencement of this Agreement, 25% Phase I clinical trials of a product incorporating the Shares shall be released from the Company’s repurchase option two years after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option three years after the date of this Agreement, and the remaining 25% of the Shares shall be released from the repurchase option four years after such date, subject to Director continuing to be a Service Provider on such datesLicensed Subject Matter. (bc) In the event of a “Change of Control” of the CompanyCompany prior to a Trigger Event, all of the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange of Shares for Shares of another company and the Company assigns and such other Company assumes this Agreement. For this purpose, a “Change of Control” is defined as: (i) Any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing and their Parents and Subsidiaries) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 5075% or more of the total voting power represented by the Company’s then outstanding voting securities; or (ii) The consummation of a merger, consolidation, reorganization, sale of stock or similar transaction in which the shareholders of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% of the voting stock or voting power of the surviving entity immediately after such transaction; or (iii) The consummation of the sale or disposition of all or substantially all of the Company’s assets. (c) Any of the Shares which have not yet been released from the Company’s repurchase option are referred to herein as “Unreleased Shares.” (d) The Shares which have been released from the Company’s repurchase option shall be delivered to the Director Shareholder at the DirectorShareholder’s request (see Section 65).

Release of Shares From Repurchase Option. (a) 25% Employee currently holds 1,500,000 shares of the Company's Common Stock (the "Shares"). The Shares shall be subject to a Repurchase Option (as defined in Section 2) by the Company pursuant to Section 2 below, provided, -------- however, that one-third (1/3) of the Shares shall be released from the Company’s repurchase option one year after 's ------- Repurchase Option on the date of this Agreement, 25% Agreement and one thirty-sixth (1/36th) of the remaining two-thirds (2/3) of the Shares shall be released from the Company’s repurchase option two years after the date of this Agreement, 25% of the Shares shall be 's Repurchase Option each month thereafter until all such shares are released from the Company’s repurchase option three years after 's Repurchase Option, provided in each case that the Employee's employment has not been terminated prior to the date of this Agreement, and the remaining 25% of the Shares shall be released from the repurchase option four years after any such date, subject to Director continuing to be a Service Provider on such dates. (b) In the event of a “Change of Control” of the Company, all of the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange of Shares for Shares of another company and the Company assigns and such other Company assumes this Agreementrelease. For this purpose, a “Change of Control” is defined as: (i) Any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing and their Parents and Subsidiaries) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; or (ii) The consummation of a merger, consolidation, reorganization, sale of stock or similar transaction in which the shareholders of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% of the voting stock or voting power of the surviving entity immediately after such transaction; or (iii) The consummation of the sale or disposition of all or substantially all of the Company’s assets. (c) Any of the Shares which have not yet been released from the Company’s repurchase option 's Repurchase Option are referred to herein as “"Unreleased Shares.”" (db) The Notwithstanding the above, upon (i) the closing of a Qualified IPO (as defined in the Company's Articles of Incorporation or Certificate of Incorporation, as the case may be) or (ii) a Sale of the Company (as defined below), all of the Unreleased Shares which have been will be immediately released from the Repurchase Option. For purposes of this Section 1, a "Sale of the Company’s repurchase option " shall be delivered to defined as the Director at sale of all or substantially all of the Director’s request assets of the Company, a merger or consolidation of the Company with or into any other corporation or corporations, or the merger of any other corporation or corporations into the Company, or any other corporate reorganization, in which sale of assets, consolidation, reorganization or merger the shareholders of the Company receive distributions in cash or securities of another corporation or corporations as a result of such sale of assets, consolidation, reorganization or merger, unless the shareholders of the Company hold more than fifty percent (see Section 6)50%) of the voting equity securities of the successor or surviving corporation immediately following such merger, sale of assets, reorganization or consolidation, in which case such merger, sale of assets, reorganization or consolidation shall not be treated as a Sale of the Company.

Release of Shares From Repurchase Option. The Shares shall be released from the Repurchase Option as follows: PERCENTAGE OF SHARES FOR WHICH THE SHARES ARE RELEASED FROM THE DATE REPURCHASE OPTION -------------------------------------------------------------- ---------------------------------- August 1, 2002 16.66% September 1, 2002 8.33% September 1, 2003 18.75% Monthly beginning on September 30, 2003 through April 30, 2006 1.8145% In the event that the Purchaser is terminated by the Company without Cause (aas defined in the Employment Agreement) 25% of or the Purchaser terminates employment with the Company for Good Reason (as defined in the Employment Agreement), the Shares shall be released from the Company’s repurchase option one year after Repurchase Option on the date Termination Date for the period of this employment plus the Purchaser's Severance Period (as defined in the Employment Agreement), 25% and all other Shares may be repurchased by the Company pursuant to Section 3 hereof. In the event of the Purchaser's death or Disability (as defined in the Employment Agreement), all Shares shall be released from the Company’s repurchase option two years after Repurchase Option. In the date event of this a Change of Control (as defined in the Employment Agreement), 25% of the all Shares shall be released from the Company’s repurchase option three years after the date Repurchase Option. The release of this Agreement, and the remaining 25% of the Shares shall be released shares from the repurchase option four years after such dateRepurchase Option is cumulative, subject to Director continuing to be a Service Provider on such dates. (b) In but shall not exceed 100%. If the event of a “Change of Control” of foregoing schedule would produce fractional Shares, the Company, all of the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange number of Shares for Shares which the Repurchase Option is released shall be rounded down to the nearest whole Share." 2. Except as specifically amended herein, all terms and conditions contained in the Restricted Stock Purchase Agreement shall remain in full force and effect. To the extent there is any conflict between the Restricted Stock Purchase Agreement and this Amendment, the terms of another company this Amendment shall prevail. 3. This Amendment shall be governed by and construed under the Company assigns and such other Company assumes this Agreement. For this purpose, a “Change of Control” is defined as: (i) Any “person,” as such term is used in Sections 13(d) and 14(d) laws of the Securities Exchange Act State of 1934, New Jersey as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing applied to agreements among New Jersey residents entered into and their Parents and Subsidiaries) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; or (ii) The consummation of a merger, consolidation, reorganization, sale of stock or similar transaction in which the shareholders of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% of the voting stock or voting power of the surviving entity immediately after such transaction; or (iii) The consummation of the sale or disposition of all or substantially all of the Company’s assetsto be performed entirely within New Jersey. (c) Any 4. This Amendment may be executed in any number of the Shares counterparts, each of which have not yet been released from the Company’s repurchase option are referred to herein as “Unreleased Shares.” (d) The Shares which have been released from the Company’s repurchase option shall be delivered to the Director at the Director’s request (see Section 6)an original, but both of which together shall constitute one instrument.

Release of Shares From Repurchase Option. The Shares shall be released from the Repurchase Option as follows: PERCENTAGE OF SHARES FOR WHICH THE SHARES ARE RELEASED FROM THE DATE REPURCHASE OPTION ---- ----------------- August 1, 2002 16.66% September 1, 2002 8.33% September 1, 2003 18.75% Monthly beginning on October 31, 2003 through April 30, 2006 1.8145% In the event that the Purchaser is terminated by the Company without Cause (aas defined in the Employment Agreement) 25% of or the Purchaser terminates employment with the Company for Good Reason (as defined in the Employment Agreement), the Shares shall be released from the Company’s repurchase option one year after Repurchase Option on the date Termination Date for the period of this employment plus the Purchaser's Severance Period (as defined in the Employment Agreement), 25% and all other Shares may be repurchased by the Company pursuant to Section 3 hereof. In the event of the Purchaser's death or Disability (as defined in the Employment Agreement), all Shares shall be released from the Company’s repurchase option two years after Repurchase Option. In the date event of this a Change of Control (as defined in the Employment Agreement), 25% of the all Shares shall be released from the Company’s repurchase option three years after the date Repurchase Option. The release of this Agreement, and the remaining 25% of the Shares shall be released shares from the repurchase option four years after such dateRepurchase Option is cumulative, subject to Director continuing to be a Service Provider on such dates. (b) In but shall not exceed 100%. If the event of a “Change of Control” of foregoing schedule would produce fractional Shares, the Company, all of the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange number of Shares for Shares which the Repurchase Option is released shall be rounded down to the nearest whole Share." 2. Except as specifically amended herein, all terms and conditions contained in the Restricted Stock Purchase Agreement shall remain in full force and effect. To the extent there is any conflict between the Restricted Stock Purchase Agreement and this Amendment, the terms of another company this Amendment shall prevail. 3. This Amendment shall be governed by and construed under the Company assigns and such other Company assumes this Agreement. For this purpose, a “Change of Control” is defined as: (i) Any “person,” as such term is used in Sections 13(d) and 14(d) laws of the Securities Exchange Act State of 1934, New Jersey as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing applied to agreements among New Jersey residents entered into and their Parents and Subsidiaries) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; or (ii) The consummation of a merger, consolidation, reorganization, sale of stock or similar transaction in which the shareholders of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% of the voting stock or voting power of the surviving entity immediately after such transaction; or (iii) The consummation of the sale or disposition of all or substantially all of the Company’s assetsto be performed entirely within New Jersey. (c) Any 4. This Amendment may be executed in any number of the Shares counterparts, each of which have not yet been released from the Company’s repurchase option are referred to herein as “Unreleased Shares.” (d) The Shares which have been released from the Company’s repurchase option shall be delivered to the Director at the Director’s request (see Section 6)an original, but both of which together shall constitute one instrument.

Release of Shares From Repurchase Option. (a) 25% Employee currently holds 3,100,000 shares of the Company's Common Stock (the "Shares"). The Shares shall be subject to a Repurchase Option (as defined in Section 2) by the Company pursuant to Section 2 below, provided, -------- however, that one-third (1/3) of the Shares shall be released from the Company’s repurchase option one year after 's ------- Repurchase Option on the date of this Agreement, 25% Agreement and one thirty-sixth (1/36th) of the remaining two-thirds (2/3) of the Shares shall be released from the Company’s repurchase option two years after the date of this Agreement, 25% of the Shares shall be 's Repurchase Option each month thereafter until all such shares are released from the Company’s repurchase option three years after 's Repurchase Option, provided in each case that the Employee's employment has not been terminated for any reason prior to the date of this Agreement, and the remaining 25% of the Shares shall be released from the repurchase option four years after any such date, subject to Director continuing to be a Service Provider on such dates. (b) In the event of a “Change of Control” of the Company, all of the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange of Shares for Shares of another company and the Company assigns and such other Company assumes this Agreementrelease. For this purpose, a “Change of Control” is defined as: (i) Any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing and their Parents and Subsidiaries) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; or (ii) The consummation of a merger, consolidation, reorganization, sale of stock or similar transaction in which the shareholders of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% of the voting stock or voting power of the surviving entity immediately after such transaction; or (iii) The consummation of the sale or disposition of all or substantially all of the Company’s assets. (c) Any of the Shares which have not yet been released from the Company’s repurchase option 's Repurchase Option are referred to herein as “"Unreleased Shares.”" (db) The Notwithstanding the above, upon (i) the closing of a Qualified IPO (as defined in the Company's Articles of Incorporation or Certificate of Incorporation as the case may be) or (ii) a Sale of the Company (as defined below), all of the Unreleased Shares which have been will be immediately released from the Repurchase Option. For purposes of this Section 1, a "Sale of the Company’s repurchase option " shall be delivered to defined as the Director at sale of all or substantially all of the Director’s request assets of the Company, a merger or consolidation of the Company with or into any other corporation or corporations, or the merger of any other corporation or corporations into the Company, or any other corporate reorganization, in which sale of assets, consolidation, reorganization or merger the shareholders of the Company receive distributions in cash or securities of another corporation or corporations as a result of such sale of assets, consolidation, reorganization or merger, unless the shareholders of the Company hold more than fifty percent (see Section 6)50%) of the voting equity securities of the successor or surviving corporation immediately following such merger, sale of assets, reorganization or consolidation, in which case such merger, sale of assets, reorganization or consolidation shall not be treated as a Sale of the Company.

Release of Shares From Repurchase Option. (a) 25% of the Shares shall be released from the Company’s repurchase option one year after Repurchase Option on the dates set forth in the Notice of Grant, provided that the Purchaser does not cease to be a Service Provider prior to the date of this Agreement, 25% any such release. (b) Any of the Shares that have not yet been released from the Repurchase Option are referred to herein as “Unreleased Shares.” (c) The Shares that have been released from the Repurchase Option shall be delivered to the Purchaser at the Purchaser’s request (see Section 6). (d) Subject to any conditions set forth in the Notice of Grant, all Shares that have not yet been released from the Repurchase Option shall be released from the Company’s repurchase option two years after Repurchase Option on the date on which a Change of this AgreementControl occurs, 25% of provided that the Shares shall be released from the Company’s repurchase option three years after the date of this Agreement, and the remaining 25% of the Shares shall be released from the repurchase option four years after such date, subject to Director continuing Purchaser does not cease to be a Service Provider on prior to the date of such dates. (b) In the event release. For purposes of a “Change of Control” of the Company, all of the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange of Shares for Shares of another company and the Company assigns and such other Company assumes this Agreement. For this purpose, a “Change of Control” is defined as: : (i) Any any “person,” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing and their Parents and Subsidiariesamended) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; or or (ii) The a change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors; (iii) the date of the consummation of a merger, consolidation, reorganization, sale of stock merger or similar transaction in which the shareholders consolidation of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% with any other corporation that has been approved by the stockholders of the Company, other than a merger or consolidation which would result in the voting stock securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting power securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such transactionmerger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company; or or (iiiiv) The the date of the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets. . “Incumbent Directors” will mean directors who either (cA) Any are directors of the Shares which have Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not yet been released from include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company’s repurchase option are referred to herein as “Unreleased Shares.” (d) The Shares which have been released from the Company’s repurchase option shall be delivered to the Director at the Director’s request (see Section 6).

Release of Shares From Repurchase Option. (a) 25% Three-Fifths (3/5) of the Shares shall be released from the Company’s repurchase option one year after 's Repurchase Option as of the date of the execution of this Agreement, 25% and an additional One Twenty-Fourth (1/24) of the Shares shall be released from each calendar month thereafter until all of the Company’s repurchase option two years after Shares have been released; provided in each case that Founder has not ceased to be an employee or a director of or a consultant to the Company prior to the date of this Agreementany such release. (b) Notwithstanding anything set forth in Section 2(a) above, 2550% of the Unreleased Shares shall be released from the Company’s repurchase option three years after Repurchase Option upon the occurrence of both of the following: (i) a Change of Control (as that term is defined below) and (ii) the Involuntary Termination of Founder's service with the Company or the termination of Founder' service with the Company without Cause (as that term is defined below), in each case, on or before the first anniversary of the effective date of this Agreement, and the remaining 25% of the Shares shall be released from the repurchase option four years after such date, subject to Director continuing to be a Service Provider on such dates. (b) In the event of a “Change of Control” . For purposes of the Company, all of the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange of Shares for Shares of another company and the Company assigns and such other Company assumes this Agreement. For this purposeforegoing, a “Change "CHANGE OF CONTROL" shall occur upon the closing of Control” is defined as: (iA) Any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing and their Parents and Subsidiaries) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly merger or indirectly, of securities consolidation of the Company representing 50% with or more of the total voting power represented by the Company’s then outstanding voting securities; or (ii) The consummation of a mergerinto any other corporation or other entity, consolidation, reorganization, or sale of stock or similar transaction in which the shareholders of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% of the voting stock or voting power of the surviving entity immediately after such transaction; or (iii) The consummation of the sale or disposition of all or substantially all of the Company’s assets. (c) Any assets of the Shares which have not yet been released from Company, unless the shareholders of the Company immediately prior to such transaction hold at least 50% of the outstanding equity securities of the entity surviving such merger or consolidation or the entity purchasing such assets, or (B) upon a sale or transfer of more than 50% of the Company’s repurchase option 's voting securities to a person or persons acting as a group, who is or are referred to herein as “Unreleased Shares.” (d) The Shares which have been released from not controlled directly or indirectly by the Company’s repurchase option , in a single transaction or series of related transactions. For the purposes of this Section 2(b), the term "INVOLUNTARY TERMINATION" shall be delivered mean (i) without Founder's express written consent, the significant reduction of Founder's title, duties or responsibilities relative to Founder's title, duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in title, duties or responsibilities solely by virtue of the Director at Company being acquired and made part of a larger entity (as, for example, when Founder, if Chief Executive Officer of the Director’s request (see Section 6).Company immediately prior to a Change of Control, remains as such following a Change of Control and is not made the Chief Executive Officer of the acquiring corporation or a division thereof) shall not constitute an "Involuntary Termination;"

Release of Shares From Repurchase Option. (a) As of the date of this Agreement, all of the Shares shall be subject to the Company's Repurchase Option. The Shares shall be released from the Repurchase Option as follows: (i) One quarter (1/4) of the Shares shall be released from the Repurchase Option on August 2, 2000; and (ii) One forty-eighth (1/48) shall be released from the Repurchase Option each full calendar month elapsing thereafter during all of which Purchaser was a full time employee of the Company. (b) Any of the Shares which, from time to time, have not yet been released from the Repurchase Option are referred to herein as "Unreleased Shares." (c) The Shares which have been released from the Repurchase Option shall be delivered to the Purchaser at the Purchaser's request (see Section 7). (d) Notwithstanding the foregoing, upon a Change of Control, as defined below, for any reason that occurs while Purchaser is an employee of the Company, that number of Unreleased Shares, if any, which, when aggregated with any Shares previously released from the Repurchase Option, are required to equal fifty percent (50%) of the Shares shall be released from the Repurchase Option on the date the event constituting a Change of Control is consummated. The balance of the Shares subject to the Repurchase Option shall continue to be released from the Repurchase Option on the same schedule (i.e., the same number of shares shall vest each month) as existed prior to the Change of Control. For example, if a Change of Control occurs on a date where 25% of Purchaser's Shares have been released from the Company's Purchase Option, then an additional 25% of the Shares shall be released from the Company’s repurchase option one year after the date of this Agreement, 25Purchase Option pursuant hereto. The remaining 50% of the Shares shall vest at the rate of 1/48th of the Shares per month thereafter, such that all Shares are fully vested after an additional 24-month period. If a Change of Control occurs on a date where more than 50% of Purchaser's Shares have already been released from the Company's Purchase Option, then no additional Shares shall be released from the Company’s repurchase option two years after Purchase Option. For the date of this Agreement, 25% purposes of the Shares foregoing, a Change of Control shall be released from mean the Company’s repurchase option three years after the date occurrence of this Agreement, and the remaining 25% any of the Shares shall be released from the repurchase option four years after such date, subject to Director continuing to be a Service Provider on such dates. (b) In the event of a “Change of Control” of the Company, all of the Shares shall be released from the Company’s repurchase option, unless the transaction constituting a Change in Control includes an exchange of Shares for Shares of another company and the Company assigns and such other Company assumes this Agreement. For this purpose, a “Change of Control” is defined asfollowing events: (i) Any “"person,” " (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than a group consisting of the Company’s shareholders as of the date of the Closing and their Parents and Subsidiariesamended) is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s 's then outstanding voting securities; orsecurities other than in a private financing transaction approved by the Board of Directors; (ii) The consummation the direct or indirect sale or exchange by the shareholders of the Company of all or substantially all of the stock of the Company; (iii) a merger, consolidation, reorganization, sale of stock merger or similar transaction consolidation in which the Company is a party and in which the shareholders of the Company before such transaction (and their Parents and Subsidiaries) own less than 50% merger or consolidation do not retain, directly or indirectly, at a least majority of the beneficial interest in the voting stock or voting power of the surviving entity immediately Company after such transaction; or (iiiiv) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s 's assets. (c) Any of the Shares which have not yet been released from the Company’s repurchase option are referred to herein as “Unreleased Shares.” (d) The Shares which have been released from the Company’s repurchase option shall be delivered to the Director at the Director’s request (see Section 6).