Common use of Release/Surrender Clause in Contracts

Release/Surrender. The Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (a) Should the Company exercise the Repurchase Right under Article 5 above with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Price for such Unvested Shares, and the Owner shall have no further rights with respect to such Unvested Shares (or other assets or securities). (b) As the interest of Stockholder in the Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article 5 above, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, in accordance with the following schedule: (1) Releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals, with the first such annual release to occur twelve (12) months after the Vesting Measurement Date; (2) Upon Stockholder’s cessation of Service Provider status, any escrowed Shares (or other assets or securities) in which Stockholder is at the time vested shall be promptly released from escrow; and (3) Upon any earlier termination of the Repurchase Right in accordance with the applicable provisions of Article 5 above, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other property. (c) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewith.

Release/Surrender. The Restricted Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (a) Should the Company elect to exercise the Repurchase Right under Article 5 above with respect to any Unvested Shares, then the escrowed certificates for such those Unvested Shares (together with any other assets or securities issued with respect attributable thereto) shall be delivered surrendered to the Company for cancellation, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), Employee of an amount equal to the aggregate Repurchase Purchase Price paid for such those Unvested Shares, and the Owner Employee shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securitiessecurities attributable thereto). (b) Should Company elect not to exercise the Repurchase Right with respect to any Unvested Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be immediately released to Employee. (c) As the interest of Stockholder in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests vest in accordance with the provisions of Article 5 above, Vesting Schedule described in Section 2.3 and set forth in Exhibit “B,” the certificates for such those vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Ownerupon Employee’s request, if requested by the Owner, in accordance with the following schedule:but not more frequently than once every six months. (1d) Releases of vested shares All Unvested Shares which vest (or and any other vested assets and securitiessecurities attributable thereto) from escrow shall be effected at annual intervals, with the first such annual release to occur twelve (12) months released within 30 days after the Vesting Measurement Date; (2) Upon Stockholder’s cessation of Service Provider status, any escrowed Shares (or other assets or securities) in which Stockholder is at the time vested shall be promptly released from escrow; and (3) Upon any earlier termination of the Repurchase Right in accordance Employee’s employment with the applicable provisions of Article 5 above, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other propertyCompany for any reason. (c) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewith.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (a) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 above with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellationCorporation, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Purchase Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securitiessecurities attributable to such Unvested Shares). (b) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article 6 with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (c) Should the Corporation (or its assignees) elect not to exercise its First Refusal Right under Article 6 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with the provisions of paragraph 6.4. (d) As the interest of Stockholder Individual in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 above5, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: (1i) Releases The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the one year anniversary of the Effective Date. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervals, with the first such annual release to occur twelve (12) months after the Vesting Measurement Date;intervals thereafter. (2iii) Upon Stockholder’s Individual's cessation of Service Provider statusService, any escrowed Shares (or other assets or securities) in which Stockholder Individual is at the time vested shall be promptly released from escrow; and. (3iv) Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article 5 above5, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully fully- vested shares or other property. (ce) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (bd) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article 6 until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal paragraph 4.4 until such provisions terminate in accordance herewiththerewith and (III) the Special Purchase Right under Article 8.

Release/Surrender. The Purchased Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation elect to exercise the Repurchase Right under Article 5 above with respect to any Unvested Shares, then the escrowed certificates for such those Unvested Shares (together with any other assets or securities issued with respect attributable thereto) shall be delivered surrendered to the Company for cancellation, Corporation concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), Owner of an amount equal to the aggregate Repurchase Exercise Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securitiessecurities attributable thereto). (bii) Should the Corporation elect to exercise the First Refusal Right with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for those Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Corporation concurrently with the payment of the Paragraph E.3 purchase price for such Target Shares to Owner, and Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities attributable thereto). (iii) Should the Corporation elect NOT to exercise the Repurchase Right with respect to any Unvested Shares or the First Refusal Right with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be immediately released to Owner. (iv) As the interest of Stockholder in the Purchased Shares (or any other assets or securities issued with respect attributable thereto) vests vest in accordance with the provisions of Article 5 aboveVesting Schedule, the certificates for such those vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the upon Owner's request, if requested by the Owner, in accordance with the following schedule:but not more frequently than once every six (6) months. (1v) Releases of vested shares All Purchased Shares which vest (or and any other vested assets and securitiessecurities attributable thereto) from escrow shall be effected at annual intervals, with released within thirty (30) days after the first such annual release EARLIER to occur twelve of (12a) months after the Vesting Measurement Date; (2) Upon Stockholder’s Optionee's cessation of Service Provider status, any escrowed Shares or (or other assets or securitiesb) in which Stockholder is at the time vested shall be promptly released from escrow; and (3) Upon any earlier termination lapse of the Repurchase Right in accordance with the applicable provisions of Article 5 above, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other propertyFirst Refusal Right. (cvi) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to (a) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal Right, to the extent such right has not otherwise lapsed and (b) the Market Stand-Off, until such provisions terminate in accordance herewithrestriction terminates.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (a) Should the Company (or its assignees) elect to exercise the Repurchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Purchase Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securitiessecurities attributable to such Unvested Shares). (b) As the interest of Stockholder the Shareholder in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) shall may be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: i. The initial release of vested shares (1or other vested assets and securities) Releases from escrow shall be effected within thirty (30) days following the expiration of the initial vesting period hereunder. ii. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals, with intervals thereafter following the first such annual release to occur twelve (12) months after expiration of each vesting period. iii. Upon the Vesting Measurement Date; (2) Upon StockholderShareholder’s cessation of Service Provider statusservice with the Company, any escrowed Restricted Shares (or other assets or securities) in which Stockholder the Shareholder is at the time vested shall be promptly released from escrow; and. (3) iv. Upon any earlier termination of the Company’s Repurchase Right in accordance with the applicable provisions of Article 5 aboveV, the any Restricted Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully fully-vested shares or other property. (c) All Restricted Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (bii) above shall nevertheless remain subject to (I) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal 4.4 until such provisions terminate in accordance herewiththerewith.

Release/Surrender. The Purchased Shares, to the extent, and together with any other assets or securities securities, held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (a) Should the Company elect to exercise the Repurchase Right under Article 5 above a purchase right with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Purchase Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities). (b) Should a stockholder exercise a purchase right under the Investors' Rights Agreement, then the escrowed certificates for Purchased Shares subject to such purchase right (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, concurrently with the payment to the Owner of the purchase price provided for in the Investors' Rights Agreement, and the Owner shall cease to have any further rights or claims with respect to such Purchased Shares (or other assets or securities). (c) As the interest of Stockholder the Founder in the Purchased Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article 5 aboveSection 5, the certificates for such vested shares (as well as all other vested assets and securities) held in escrow hereunder shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: (1i) Releases The initial release of vested shares (or other vested assets and securities) from escrow shall be effected in increments of 6.25% of the Purchased Shares within 30 days following the expiration of the initial 3, 6, 9 and 12 month periods measured from the Vesting Measurement Date. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervalsmonthly intervals at the rate of 1/48th of the Purchased Shares each month thereafter, with the first such annual monthly release to occur twelve (12) 13 months after the Vesting Measurement Date;. (2iii) Upon Stockholder’s the Founder's cessation of Service Provider status, any escrowed Purchased Shares (or other assets or securities) in which Stockholder the Founder is at the time vested shall be promptly released from escrow; and. (3iv) Upon any earlier termination of the Company's Repurchase Right in accordance with the applicable provisions of Article 5 aboveSection 5, the Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other property. (cd) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (bSection 6.3(c) above shall nevertheless remain subject to the market stand-off provisions applicable terms and conditions of Section 3.3 above and the Company’s Right of First Refusal Investors' Rights Agreement until such provisions terminate in accordance herewiththerewith.

Release/Surrender. The Shares, together with any other assets or ----------------- securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (a) Should the Company exercise the Repurchase Right under Article 5 above with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-purchase- money indebtedness), of an amount equal to the aggregate Repurchase Purchase Price for such Unvested Shares, and the Owner shall have no further rights with respect to such Unvested Shares (or other assets or securities). (b) Should the Company exercise its First Refusal Right under Article 6 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Company for cancellation, and the Owner shall have no further rights with respect to such Target Shares (or other assets or securities). (c) Should the Company elect not to exercise its First Refusal Right under Article 6 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certifi- xxxxx for such Target Shares (together with any other assets or securities issued with respect thereto) shall be surrendered to the Owner for disposition according to the provisions of Section 6.4. (d) As the interest of Stockholder Purchaser in the Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article 5 above5, the certificates for such vested shares Shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, in accordance with the following schedule: (1) Releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals, with the first such annual release to occur twelve (12) months after the Vesting Measurement Date; (2) Upon Stockholder’s cessation of Service Provider status, any escrowed Shares (or other assets or securities) in which Stockholder is at the time vested shall be promptly released from escrow; and (3) Upon any earlier termination of the Repurchase Right in accordance with the applicable provisions of Article 5 above, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other property. (ce) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (bd) above shall nevertheless remain subject to the First Refusal Right under Article 6 and the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewith.

Release/Surrender. The Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (a) Should the Company exercise the Repurchase Right under Article 5 above with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Cash Purchase Price for such Unvested Shares, and the Owner shall have no further rights with respect to such Unvested Shares (or other assets or securities). (b) As the interest of Stockholder Purchaser in the Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article 5 above, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, in accordance with the following schedule: (1i) Releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals, with the first such annual release to occur twelve (12) months after following the First Vesting Measurement Date; (2ii) Upon StockholderPurchaser’s cessation of Service Provider status, any escrowed Shares (or other assets or securities) in which Stockholder Purchaser is at the time vested shall be promptly released from escrow; and (3iii) Upon any earlier termination of the Repurchase Right in accordance with the applicable provisions of Article 5 above, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other property. (c) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewith.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (a) Should the Company (or its assignees) elect to exercise the Repurchase Right under Article 5 above IV with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellationCompany, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Purchase Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securitiessecurities attributable to such Unvested Shares). (b) Should the Company (or its assignees) elect to exercise its First Refusal Right under Article V with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 5.3 purchase price for such Target Shares to the Owner, be surrendered to the Company, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (c) Should the Company (or its assignees) elect not to exercise its First Refusal Right under Article V with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with the provisions of paragraph 5.4. (d) As the interest of Stockholder the Owner in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 aboveIV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: (1) Releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals, with Upon the first such annual release to occur twelve (12) months after the Vesting Measurement Date; (2) Upon StockholderPurchaser’s cessation of Service Provider statusService, any escrowed Shares (or other assets or securities) in which Stockholder the Purchaser is at the time vested shall be promptly released from escrow; and. (32) Upon any earlier termination of the Company’s Repurchase Right in accordance with the applicable provisions of Article 5 aboveIV, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully fully-vested shares or other property. (c3) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (b2) above shall nevertheless remain subject to (i) the Company’s First Refusal Right under Article V until such right lapses pursuant to paragraph 5.7 and Article II and (ii) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal paragraph 3.4 until such provisions terminate in accordance herewiththerewith.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellationCorporation, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Purchase Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (biii) Should the Corporation (or its assignees) elect NOT to exercise its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with the provisions of paragraph 6.4. (iv) As the interest of Stockholder the Participant in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: a. The initial release of vested shares (1or other vested assets and securities) Releases from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12)-month period measured from the initial vesting date under paragraph 5.3. b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervalsintervals thereafter, with the first such semi-annual release to occur twelve six (126) months after the Vesting Measurement Date;initial paragraph 5.3 vesting date. (2) c. Upon Stockholder’s the Participant's cessation of Service Provider statusService, any escrowed Shares (or other assets or securities) in which Stockholder the Participant is at the time vested shall be promptly released from escrow; and. (3) d. Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article 5 aboveV, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully fully-vested shares or other property. (cv) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (biv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal paragraph 4.4 until such provisions terminate in accordance herewiththerewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Corporation Shares or Group 1 Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Xxxxxx for repurchase and cancellationrepurchase: (a) On the Acquisition Closing Date, the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares. (b) Should the Company Xxxxxx elect to exercise the his Repurchase Right under Article 5 above V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellationXxxxxx, concurrently with the payment to the OwnerPurchaser, in cash or cash equivalent (including the cancellation of any purchase-purchase money indebtedness), of an amount equal to the aggregate Repurchase Purchase Price for such Corporation Shares or Unvested Group 1 Shares, and the Owner Purchaser shall cease to have no any further rights or claims with respect to such Corporation Shares or Unvested Group 1 Shares (or other assets or securities). (bc) Should Xxxxxx elect to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to Xxxxxx, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (d) Should Xxxxxx elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall be surrendered to the Purchaser for disposition according to the provisions of Section 6.4. (e) As the interest of Stockholder the Purchaser in the Group 1 Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Purchaser in accordance with the following schedule: (1i) Releases The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12) month period measured from the Acquisition Closing Date. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervalsintervals thereafter, with the first such annual release to occur twelve twenty four (1224) months after the Vesting Measurement Acquisition Closing Date;. (2iii) Upon Stockholderthe Purchaser’s cessation of Service Provider status, any escrowed Group 1 Shares (or other assets or securities) in which Stockholder the Purchaser is at the time vested shall be promptly released from escrow; and (3) Upon any earlier termination of the Repurchase Right in accordance with the applicable provisions of Article 5 above, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other property. (c) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewith.

Release/Surrender. The Shares, together with any other assets or ----------------- securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (a) Should the Company exercise the Repurchase Right under Article 5 above with respect to any Unvested Shares, then the escrowed --------- certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Purchase Price for such Unvested Shares, and the Owner shall have no further rights with respect to such Unvested Shares (or other assets or securities). (b) Should the Company exercise its First Refusal Right under Article 6 above with respect to any Target Shares held at the time in escrow --------- hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the purchase price (described in Section 6.3 above) for such Target Shares to the Owner, be ----------- surrendered to the Company for cancellation, and the Owner shall have no further rights with respect to such Target Shares (or other assets or securities). (c) Should the Company elect not to exercise its First Refusal Right under Article 6 above with respect to any Target Shares held at the time --------- in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall be surrendered to the Owner for disposition according to the provisions of Section 6.4 above. ----------- (d) As the interest of Stockholder the Purchaser in the Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article 5 above, the certificates for such vested shares (as well --------- as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, in accordance with the following schedule: (1) Releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals, with the first such annual release to occur twelve (12) months after the Vesting Measurement ------ -- Date; (2) Upon Stockholder’s the Purchaser's cessation of Service Provider status, any escrowed Shares (or other assets or securities) in which Stockholder the Purchaser is at the time vested shall be promptly released from escrow; and (3) Upon any earlier termination of the Company's Repurchase Right in accordance with the applicable provisions of Article 5 above, the --------- Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other property. (ce) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (bd) above shall nevertheless remain subject to the First Refusal Right under Article 6 above and --------- the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions ----------- terminate in accordance herewith.

Release/Surrender. The Purchased Shares, together with any other ----------------- assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (a) Should the Company elect to exercise the Repurchase Right under Article 5 above with respect to any Unvested Shares, then the escrowed certificates for such those Unvested Shares (together with any other assets or securities issued with respect attributable thereto) shall be delivered surrendered to the Company for cancellation, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Price for such Unvested Shares, and the Owner shall have no further rights with respect to such Unvested Shares (or other assets or securities)Company. (b) Should the Company elect to exercise the First Refusal Right with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for those Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Company. (c) Should the Company elect not to exercise the Repurchase Right with respect to any Unvested Shares or the First Refusal Right with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be immediately released to Owner. (d) As the interest of Stockholder in the Purchased Shares (or any other assets or securities issued with respect attributable thereto) vests vest in accordance with the provisions of Article 5 aboveVesting Schedule, the certificates for such those vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the upon Owner's request, if requested by the Owner, in accordance with the following schedule:but not more frequently than once every six (6) months. (1e) Releases of vested shares All Purchased Shares that vest (or and any other vested assets and securitiessecurities attributable thereto) from escrow shall be effected at annual intervals, with released within thirty (30) days after the first such annual release earlier to occur twelve of (12i) months after the Vesting Measurement Date; (2) Upon Stockholder’s Owner's cessation of Service Provider status, any escrowed Shares or (or other assets or securitiesii) in which Stockholder is at the time vested shall be promptly released from escrow; and (3) Upon any earlier termination lapse of the Repurchase Right in accordance with the applicable provisions of Article 5 above, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other property. (c) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewithRight.

Release/Surrender. The Purchased Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation elect to exercise the Repurchase Right under Article 5 above with respect to any Unvested Shares, then the escrowed certificates for such those Unvested Shares (together with any other assets or securities issued with respect attributable thereto) shall be delivered surrendered to the Company for cancellation, Corporation concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), Owner of an amount equal to the aggregate Repurchase Exercise Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securitiessecurities attributable thereto). (bii) Should the Corporation elect to exercise the First Refusal Right with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for those Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Corporation concurrently with the payment of the Paragraph E.3 purchase price for such Target Shares to Owner, and Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities attributable thereto). (iii) Should the Corporation elect NOT to exercise the Repurchase Right with respect to any Unvested Shares or the First Refusal Right with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be released to Owner. (iv) As the interest of Stockholder in the Purchased Shares (or any other assets or securities issued with respect attributable thereto) vests vest in accordance with the provisions of Article 5 aboveVesting Schedule, the certificates for such those vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, in accordance with the following schedule: (1) Releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals, with the first such annual release to occur twelve (12) months after the Vesting Measurement Date; (2) Upon Stockholder’s cessation of Service Provider status, any escrowed Shares (or other assets or securities) in which Stockholder is at the time vested shall be promptly released from escrow; and (3) Upon any earlier termination of the Repurchase Right in accordance with the applicable provisions of Article 5 above, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other property. (c) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewith.

Release/Surrender. The Shares, together with any other assets or ----------------- securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (a) Should the Company elect to exercise the Repurchase Right under Article 5 above IV hereof with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Purchase Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities). (b) As the interest of Stockholder the Owner in the Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article 5 aboveIV hereof, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: (1i) Releases of vested shares the Performance Shares (or other vested assets and securities) from escrow shall be effected at annual intervals, occur promptly after such shares vest in accordance with the first such annual release to occur twelve (12) months after the Vesting Measurement Date;Schedule. (2) Upon Stockholder’s cessation of Service Provider status, any escrowed Shares (or other assets or securities) in which Stockholder is at the time vested shall be promptly released from escrow; and (3ii) Upon any earlier termination of the Company's Repurchase Right in accordance with the applicable provisions of Article 5 aboveIV hereof, the Shares (or other assets or securities) at the time vested in Owner and held in escrow hereunder shall promptly be released to the Owner as fully vested shares (or other property). (c) All Notwithstanding anything to the contrary contained in this Section 6.3, all Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (bSection 6.3(b) above hereof shall nevertheless remain subject to the market stand-off provisions of Section 3.3 2.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewiththerewith.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (a) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 above with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellationCorporation, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Purchase Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securitiessecurities attributable to such Unvested Shares). (b) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article 6 with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (c) Should the Corporation (or its assignees) elect not to exercise its First Refusal Right under Article 6 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with the provisions of paragraph 6.4. (d) As the interest of Stockholder the Individual in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 above5, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: (1i) Releases The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the First Vesting Cliff Date, and the second release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the Second Vesting Cliff Date. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervals, with the first such annual release to occur twelve (12) months after the Vesting Measurement Date;intervals thereafter. (2iii) Upon Stockholderthe Individual’s cessation of Service Provider statusService, any escrowed Shares (or other assets or securities) in which Stockholder the Individual is at the time vested shall be promptly released from escrow; and. (3iv) Upon any earlier termination of the Corporation’s Repurchase Right in accordance with the applicable provisions of Article 5 above5, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully fully-vested shares or other property. (ce) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (bd) above shall nevertheless remain subject to (I) the Corporation’s First Refusal Right under Article 6 until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal paragraph 4.4 until such provisions terminate in accordance herewiththerewith and (III) the Special Purchase Right under Article 8.

Release/Surrender. The Shares, together with any other assets or securities Unvested Xxxxxx held in escrow hereunderhereunder that have not been forfeited pursuant to paragraph 5.1, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase purchase and cancellation: (ai) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Purchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, Corporation concurrently with the payment to the Owner, Owner in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Issuance Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities)Shares. (bii) As the interest of Stockholder the Participant in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests and is no longer subject to the Purchase Right in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) Shares shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: a. Shares for which the Purchase Right lapses in accordance with paragraph 5.4 shall be released within thirty (130) Releases of vested shares (or other vested assets and securities) days from escrow shall be effected at annual intervals, with and mailed to the first such annual release to occur twelve (12) months after last known address of the Vesting Measurement Date;Owner as shown on the Corporation’s records. (2) Upon Stockholder’s cessation of Service Provider status, any escrowed Shares (or other assets or securities) in which Stockholder is at the time vested shall be promptly released from escrow; and (3) b. Upon any earlier termination of the Repurchase Corporation’s Purchase Right in accordance with the applicable provisions of Article 5 aboveV, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released within 30 days to the Owner as fully vested shares Shares or other property. (c) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewith.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, Corporation concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-purchase- money indebtedness), of an amount equal to the aggregate Repurchase Option Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (biii) Should the Corporation (or its assignees) elect NOT to exercise its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with provisions of paragraph 6.4. (iv) As the interest of Stockholder the Optionee in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: (1) Releases : a. The initial release of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals, with within thirty (30) days following the first such annual release to occur expiration of the initial twelve (12) months after 12)-month period measured from the Vesting Measurement Grant Date; (2) Upon Stockholder’s cessation of Service Provider status, any escrowed Shares (or other assets or securities) in which Stockholder is at the time vested shall be promptly released from escrow; and (3) Upon any earlier termination of the Repurchase Right in accordance with the applicable provisions of Article 5 above, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other property. (c) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewith.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, Corporation concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Option Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (biii) Should the Corporation (or its assignees) elect not to exercise its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with provisions of paragraph 6.4. (iv) As the interest of Stockholder the Optionee in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: a. The initial release of vested shares (1or other vested assets and securities) Releases from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12)-month period measured from the Grant Date. b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervalsintervals thereafter, with the first such semi-annual release to occur twelve eighteen (1218) months after the Vesting Measurement Grant Date;. (2) c. Upon Stockholder’s the Optionee's cessation of Service Provider statusService, any escrowed Purchased Shares (or other assets or securities) in which Stockholder the Optionee is at the time vested shall be promptly released from escrow; and. (3) d. Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article 5 aboveV, the any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully fully-vested shares or other property. (cv) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (biv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal paragraph 4.4 until such provisions terminate in accordance herewiththerewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Shares, together with any other assets or ----------------- securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (a) Should the Company elect to exercise the Repurchase Right under Article 5 above IV hereof with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Purchase Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities). (b) As the interest of Stockholder the Owner in the Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article 5 aboveIV hereof, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: (1i) Releases of vested shares the Time Vested Shares (or other vested assets and securities) from escrow shall be effected at annual intervals, occur promptly after such shares vest in accordance with the first such annual release to occur twelve (12) months after the Vesting Measurement Date;Schedule. (2) Upon Stockholder’s cessation of Service Provider status, any escrowed Shares (or other assets or securities) in which Stockholder is at the time vested shall be promptly released from escrow; and (3ii) Upon any earlier termination of the Company's Repurchase Right in accordance with the applicable provisions of Article 5 aboveIV hereof, the Shares (or other assets or securities) at the time vested in Owner and held in escrow hereunder shall promptly be released to the Owner as fully vested shares (or other property). (c) All Notwithstanding anything to the contrary contained in this Section 6.3, all Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (bSection 6.3(b) above hereof shall nevertheless remain subject to the market stand-off provisions of Section 3.3 2.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewiththerewith.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 above with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, Corporation concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Option Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article 6 with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (biii) Should the Corporation (or its assignees) elect not to exercise its First Refusal Right under Article 6 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with provisions of paragraph 6.4. (iv) As the interest of Stockholder the Optionee in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 above5, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: a. The initial release of vested shares (1or other vested assets and securities) Releases from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12)-month period measured from the Grant Date. b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervalsintervals thereafter, with the first such semi-annual release to occur twelve eighteen (1218) months after the Vesting Measurement Grant Date;. (2) c. Upon Stockholder’s the Optionee's cessation of Service Provider statusService, any escrowed Purchased Shares (or other assets or securities) in which Stockholder the Optionee is at the time vested shall be promptly released from escrow; and. (3) d. Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article 5 above5, the any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other property. (cv) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (biv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article 6 until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal paragraph 4.4 until such provisions terminate in accordance herewiththerewith and (III) the Special Purchase Right under Article 8.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (a) Should the Company (or its assignees) elect to exercise the Repurchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together togehter with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellationCompany, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Purchase Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securitiessecurities attributable to such Unvested Shares). (b) Should the Company (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Company, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (c) Should the Company (or its assignees) elect not to exercise its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with the provisions of paragraph 6.4. (d) As the interest of Stockholder the Owner in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other orher vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: (1) Releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals, with Upon the first such annual release to occur twelve (12) months after the Vesting Measurement Date; (2) Upon Stockholder’s Purchaser's cessation of Service Provider statusService, any escrowed Shares (or other assets asset or securities) in which Stockholder the Purchaser is at the time vested shall be promptly released from escrow; and. (32) Upon any earlier termination of the Company's Repurchase Right in accordance with the applicable provisions of Article 5 aboveV, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other property. (c) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewith.or

Release/Surrender. The Purchased Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation elect to exercise the Repurchase Right under Article 5 above with respect to any Unvested Shares, then the escrowed certificates for such those Unvested Shares (together with any other assets or securities issued with respect attributable thereto) shall be delivered surrendered to the Company for cancellation, Corporation concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), Owner of an amount equal to the aggregate Repurchase Exercise Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securitiessecurities attributable thereto). (bii) Should the Corporation elect to exercise the First Refusal Right with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for those Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Corporation concurrently with the payment of the Paragraph E.3 purchase price for such Target Shares to Owner, and Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities attributable thereto). (iii) Should the Corporation elect not to exercise the Repurchase Right with respect to any Unvested Shares or the First Refusal Right with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be immediately released to Owner. (iv) As the interest of Stockholder in the Purchased Shares (or any other assets or securities issued with respect attributable thereto) vests vest in accordance with the provisions of Article 5 aboveVesting Schedule, the certificates for such those vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the upon Owner's request, if requested by the Owner, in accordance with the following schedule:but not more frequently than once every six (6) months. (1v) Releases of vested shares All Purchased Shares which vest (or and any other vested assets and securitiessecurities attributable thereto) from escrow shall be effected at annual intervals, with released within thirty (30) days after the first such annual release earlier to occur twelve of (12a) months after the Vesting Measurement Date; (2) Upon Stockholder’s Optionee's cessation of Service Provider status, any escrowed Shares or (or other assets or securitiesb) in which Stockholder is at the time vested shall be promptly released from escrow; and (3) Upon any earlier termination lapse of the Repurchase Right in accordance with the applicable provisions of Article 5 above, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other propertyFirst Refusal Right. (cvi) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to (a) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal Right, to the extent such right has not otherwise lapsed, (b) the Market Stand-Off, until such provisions terminate in accordance herewithrestriction terminates, and (c) the Special Purchase Right, to the extent such right has not otherwise lapsed.

Release/Surrender. The Shares, together with any other assets or ----------------- securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (a) Should the Company elect to exercise the Repurchase Right under Article 5 above with respect to any Unvested Shares, then the escrowed certificates for such those Unvested Shares (together with any other assets or securities issued with respect attributable thereto) shall be delivered surrendered to the Company for cancellation, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), Subscriber of an amount equal to the aggregate Repurchase Purchase Price for such Unvested Shares, and the Owner Subscriber shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securitiessecurities attributable thereto). (b) Should the Company elect not to exercise the Repurchase Right with respect to any Unvested Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be immediately released to Subscriber. (c) As the interest of Stockholder in the Shares (or any other assets or securities issued with respect attributable thereto) vests vest in accordance with the provisions of Article 5 aboveVesting Schedule, the certificates for such those vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Ownerupon Subscriber's request, if requested by the Owner, in accordance with the following schedule:but not more frequently than once every three (3) months. (1d) Releases of All Shares that are vested shares (or and any other vested assets and securitiessecurities attributable thereto) from escrow shall be effected at annual intervals, with released from the first such annual release to occur twelve escrow within thirty (1230) months days after the Vesting Measurement Date; (2) Upon Stockholder’s Subscriber's cessation of Service Provider status, (subject to any escrowed Shares (or other assets or securities) in which Stockholder is at right of first refusal outstanding as of the time vested shall be promptly released from escrow; and (3) Upon any earlier termination of the Repurchase Right in accordance with the applicable provisions Subscriber's cessation of Article 5 above, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other propertyService). (c) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewith.

Release/Surrender. The Purchased Shares, together with any other ----------------- assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (a) Should the Company exercise the Repurchase Right under Article 5 above with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Purchase Price for such Unvested Shares, and the Owner shall have no further rights with respect to such Unvested Shares (or other assets or securities). (b) Should the Company exercise its First Refusal Right under Article 6 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Company for cancellation, and the Owner shall have no further rights with respect to such Target Shares (or other assets or securities). (c) Should the Company elect not to exercise its First Refusal Right under Article 6 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall be surrendered to the Owner for disposition according to the provisions of Section 6.4. (d) As the interest of Stockholder Purchaser in the Purchased Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article 5 above5, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by Owner upon the request of the Owner, in accordance with the following schedule: (1) Releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals, with the first such annual release to occur twelve (12) months after the Vesting Measurement Date; (2) Upon Stockholder’s cessation of Service Provider status, any escrowed Shares (or other assets or securities) in which Stockholder is at the time vested shall be promptly released from escrow; and (3) Upon any earlier termination of the Repurchase Right in accordance with the applicable provisions of Article 5 above, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other property. (c) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewith.

Release/Surrender. The Sharesescrowed shares, together with any other ----------------- assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (ai) Should the Company elect to exercise the Repurchase Right under Article 5 above Section 3 with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, concurrently with the payment to the OwnerXxxxxxx, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Price for such Unvested Shares, and the Owner Xxxxxxx shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities). (bii) Should the Company or the Investors elect to exercise their refusal rights under Section 4 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the purchase price for such Target Shares to Xxxxxxx, either (x) be surrendered to the Company for cancellation or (y) surrendered to Xxxxxxx for delivery to the appropriate Investors, as the case may be, and in either case Xxxxxxx shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (iii) Should the Company and the Investors elect not to exercise their refusal rights under Section 4 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall be surrendered to Xxxxxxx for disposition according to the provisions of Section 4. (iv) As the interest of Stockholder Xxxxxxx in the Unvested Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article 5 aboveSection 3, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Xxxxxxx in accordance with the following schedule: (1) Releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals, with the first such annual release to occur twelve (12) months after the Vesting Measurement Date; (2) Upon Stockholder’s cessation of Service Provider status, any escrowed Shares (or other assets or securities) in which Stockholder is at the time vested shall be promptly released from escrow; and (3) Upon any earlier termination of the Repurchase Right in accordance with the applicable provisions of Article 5 above, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other property. (c) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewith.

Release/Surrender. The Purchased Shares, together with any ----------------- other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation elect to exercise the Repurchase Right under Article 5 above with respect to any Unvested Shares, then the escrowed certificates for such those Unvested Shares (together with any other assets or securities issued with respect attributable thereto) shall be delivered surrendered to the Company for cancellation, Corporation concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), Owner of an amount equal to the aggregate Repurchase Purchase Price paid for such those Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securitiessecurities attributable thereto). (bii) Should the Corporation elect to exercise the First Refusal Right with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for those Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Corporation concurrently with the payment of the Paragraph E.3 purchase price for such Target Shares to Owner, and Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities attributable thereto). (iii) Should the Corporation elect not to exercise --- Repurchase Right with respect to any Unvested Shares or the First Refusal Right with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be immediately released to Owner. (iv) As the interest of Stockholder in the Purchased Shares (or any other assets or securities issued with respect attributable thereto) vests vest in accordance with the provisions of Article 5 aboveVesting Schedule, the certificates for such those vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the upon Owner's request, if requested by the Owner, in accordance with the following schedule:but not more frequently than once every six (6) months. (1v) Releases of vested shares All Purchased Shares which vest (or and any other vested assets and securitiessecurities attributable thereto) from escrow shall be effected at annual intervals, with released within thirty (30) days after the first such annual release earlier to occur twelve of ------- (12 a) months after the Vesting Measurement Date; (2) Upon Stockholder’s Participant's cessation of Service Provider status, any escrowed Shares or (or other assets or securitiesb) in which Stockholder is at the time vested shall be promptly released from escrow; and (3) Upon any earlier termination lapse of the Repurchase Right in accordance with the applicable provisions of Article 5 above, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other propertyFirst Refusal Right. (cvi) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to (a) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal Right, to the extent such right has not otherwise lapsed and (b) the Market Stand-Off until such provisions terminate in accordance herewithrestriction terminates.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (a) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, Corporation concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Option Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securitiessecurities attributable to such Unvested Shares). (b) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (c) Should the Corporation (or its assignees) elect NOT to exercise its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with provisions of paragraph 6.4. (d) As the interest of Stockholder the Optionee in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: (1i) Releases The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12)-month period measured from the Grant Date. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervalsintervals thereafter, with the first such semi-annual release to occur twelve eighteen (1218) months after the Vesting Measurement Grant Date;. (2iii) Upon Stockholder’s the Optionee's cessation of Service Provider statusService, any escrowed Purchased Shares (or other assets or securities) in which Stockholder the Optionee is at the time vested shall be promptly released from escrow; and. (3iv) Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article 5 aboveV, the any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully fully-vested shares or other property. (ce) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (bd) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal paragraph 4.4 until such provisions terminate in accordance herewiththerewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellationCorporation, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Purchase Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (biii) Should the Corporation (or its assignees) elect not to exercise its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with the provisions of paragraph 6.4. (iv) As the interest of Stockholder the Participant in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: a. The initial release of vested shares (1or other vested assets and securities) Releases from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12)-month period measured from the initial vesting date under paragraph 5.3. b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervalsintervals thereafter, with the first such semi-annual release to occur twelve six (126) months after the Vesting Measurement Date;initial paragraph 5.3 vesting date. (2) c. Upon Stockholder’s the Participant's cessation of Service Provider statusService, any escrowed Shares (or other assets or securities) in which Stockholder the Participant is at the time vested shall be promptly released from escrow; and. (3) d. Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article 5 aboveV, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully fully-vested shares or other property. (cv) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (biv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal paragraph 4.4 until such provisions terminate in accordance herewiththerewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, Corporation concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Option Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (biii) Should the Corporation (or its assignees) elect NOT to exercise its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with provisions of paragraph 6.4. (iv) As the interest of Stockholder the Optionee in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: a. The initial release of vested shares (1or other vested assets and securities) Releases from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12)-month period measured from the Grant Date. b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervalsintervals thereafter, with the first such semi-annual release to occur twelve eighteen (1218) months after the Vesting Measurement Grant Date;. (2) c. Upon Stockholder’s the Optionee's cessation of Service Provider statusService, any escrowed Purchased Shares (or other assets or securities) in which Stockholder the Optionee is at the time vested shall be promptly released from escrow; and. (3) d. Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article 5 aboveV, the any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully fully-vested shares or other property. (cv) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (biv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewith.of

Release/Surrender. The Purchased Shares, together with any other ----------------- assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (a) Should the Company exercise the Repurchase Right under Article 5 above with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Purchase Price for such Unvested Shares, and the Owner shall have no further rights with respect to such Unvested Shares (or other assets or securities). (b) Should the Company exercise its First Refusal Right under Article 6 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the purchase price for such Target Shares to the Owner, be surrendered to the Company for cancellation, and the Owner shall have no further rights with respect to such Target Shares (or other assets or securities). (c) Should the Company elect not to exercise its First Refusal Right under Article 6 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall be surrendered to the Owner for disposition according to the provisions of Section 6.4. (d) As the interest of Stockholder Purchaser in the Purchased Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article 5 above5, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by Owner upon the request of the Owner, in accordance with the following schedule: (1) Releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals, with the first such annual release to occur twelve (12) months after the Vesting Measurement Date; (2) Upon Stockholder’s cessation of Service Provider status, any escrowed Shares (or other assets or securities) in which Stockholder is at the time vested shall be promptly released from escrow; and (3) Upon any earlier termination of the Repurchase Right in accordance with the applicable provisions of Article 5 above, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other property. (c) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewith.

Release/Surrender. The Unvested Shares, together with any other ----------------- assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, Corporation concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Option Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (biii) Should the Corporation (or its assignees) elect not to --- exercise its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with provisions of paragraph 6.4. (iv) As the interest of Stockholder the Optionee in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: (1) Releases a. The initial release of vested shares (or other vested - assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12)-month period measured from the Grant Date. b. Subsequent releases of vested shares (or other vested - assets and securities) from escrow shall be effected at semi-annual intervalsintervals thereafter, with the first such semi-annual release to occur twelve eighteen (1218) months after the Vesting Measurement Grant Date;. (2) c. Upon Stockholder’s the Optionee's cessation of Service Provider statusService, any escrowed - Purchased Shares (or other assets or securities) in which Stockholder the Optionee is at the time vested shall be promptly released from escrow; and. (3) d. Upon any earlier termination of the Corporation's - Repurchase Right in accordance with the applicable provisions of Article 5 aboveV, the any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully fully-vested shares or other property. (cv) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (biv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal paragraph 4.4 until such provisions terminate in accordance herewiththerewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, Corporation concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Option Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (biii) Should the Corporation (or its assignees) elect NOT to exercise its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with provisions of paragraph 6.4. (iv) As the interest of Stockholder the Optionee in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, in accordance with the following schedule: (1) Releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals, with the first such annual release to occur twelve (12) months after the Vesting Measurement Date; (2) Upon Stockholder’s cessation of Service Provider status, any escrowed Shares (or other assets or securities) in which Stockholder is at the time vested shall be promptly released from escrow; and (3) Upon any earlier termination of the Repurchase Right in accordance with the applicable provisions of Article 5 above, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other property. (c) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewith.vested

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, Corporation concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Option Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (biii) Should the Corporation (or its assignees) elect not to exercise its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with provisions of paragraph 6.4. (iv) As the interest of Stockholder the Optionee in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: a. The initial release of vested shares (1or other vested assets and securities) Releases from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12)-month period measured from the Grant Date. b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervalssemiannual intervals thereafter, with the first such semi-annual release to occur twelve eighteen (1218) months after the Vesting Measurement Grant Date;. (2) c. Upon Stockholder’s the Optionee's cessation of Service Provider statusService, any escrowed Purchased Shares (or other assets or securities) in which Stockholder the Optionee is at the time vested shall be promptly released from escrow; and. (3) d. Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article 5 aboveV, the any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other property. (c) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewith.or

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, Corporation concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Option Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (biii) Should the Corporation (or its assignees) elect not to exercise its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with provisions of paragraph 6.4. (iv) As the interest of Stockholder the Optionee in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance -12- with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: a. The initial release of vested shares (1or other vested assets and securities) Releases from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12)-month period measured from the Grant Date. b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervalsintervals thereafter, with the first such semi-annual release to occur twelve eighteen (1218) months after the Vesting Measurement Grant Date;. (2) c. Upon Stockholder’s the Optionee's cessation of Service Provider statusService, any escrowed Purchased Shares (or other assets or securities) in which Stockholder the Optionee is at the time vested shall be promptly released from escrow; and. (3) d. Upon any earlier termination of the Corporation-'s Repurchase Right in accordance with the applicable provisions of Article 5 aboveV, the any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully fully-vested shares or other property. (cv) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (biv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal paragraph 4.4 until such provisions terminate in accordance herewiththerewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, Corporation concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-purchase- money indebtedness), of an amount equal to the aggregate Repurchase Option Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (biii) Should the Corporation (or its assignees) elect NOT to exercise its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with provisions of paragraph 6.4. (iv) As the interest of Stockholder the Optionee in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: a. The initial release of vested shares (1or other vested assets and securities) Releases from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12)-month period measured from the Grant Date. b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervalsintervals thereafter, with the first such semi-annual release to occur twelve eighteen (1218) months after the Vesting Measurement Grant Date;. (2) c. Upon Stockholder’s the Optionee's cessation of Service Provider statusService, any escrowed Purchased Shares (or other assets or securities) in which Stockholder the Optionee is at the time vested shall be promptly released from escrow; and. (3) d. Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article 5 aboveV, the any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully fully-vested shares or other property. (cv) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (biv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal paragraph 4.4 until such provisions terminate in accordance herewiththerewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (a) Should the Company (or its assignees) elect to exercise the Repurchase Right under Article 5 above ______ with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, concurrently with the payment to the OwnerPurchaser, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness)equivalent, of an amount equal to the aggregate Repurchase Purchase Price for such Unvested Shares, and the Owner Purchaser shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities). (b) Should the Company (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Purchaser, be surrendered to the Company, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (c) Should the Company (or its assignees) elect not to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Purchaser for disposition in accordance with the provisions of paragraph 6.4. (d) As the interest of Stockholder Purchaser in the Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article 5 above______, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to Purchaser upon the Ownerrequest of Purchaser, if requested by the Owner, in accordance with the following schedule:but no more frequently than every six (6) months. (1) Releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals, with the first such annual release to occur twelve (12) months after the Vesting Measurement Date; (2) Upon Stockholder’s cessation of Service Provider status, any escrowed Shares (or other assets or securities) in which Stockholder is at the time vested shall be promptly released from escrow; and (3e) Upon any earlier termination of the Company's Repurchase Right in accordance with the applicable provisions of Article 5 aboveV, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner Purchaser as fully fully-vested shares or other property. (cf) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraphs (bc), (d) and (e) above shall nevertheless remain subject to all other restrictions applicable thereto, including without limitation (i) the securities law restrictions under Article II, (ii) the Company's First Refusal Right under Article VI, (iii) the Transfer Restrictions of Article IV, including but not limited to the market stand-off provisions of Section 3.3 above paragraph 4.4 and (iv) the Company’s 's Special Purchase Right of First Refusal until such provisions terminate in accordance herewithunder Article VIII.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellationCorporation, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Purchase Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (biii) Should the Corporation (or its assignees) elect not to exercise its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for (iv) As the interest of Stockholder the Participant in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: a. The initial release of vested shares (1or other vested assets and securities) Releases from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12)-month period measured from the initial vesting date under paragraph 5.3. b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervalsintervals thereafter, with the first such semi-annual release to occur twelve six (126) months after the Vesting Measurement Date;initial paragraph 5.3 vesting date. (2) c. Upon Stockholder’s the Participant's cessation of Service Provider statusService, any escrowed Shares (or other assets or securities) in which Stockholder the Participant is at the time vested shall be promptly released from escrow; and. (3) d. Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article 5 aboveV, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully fully-vested shares or other property. (cv) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (biv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal paragraph 4.4 until such provisions terminate in accordance herewiththerewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (a) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellationCorporation, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Purchase Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securitiessecurities attributable to such Unvested Shares). (b) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (c) Should the Corporation (or its assignees) elect not to exercise its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with the provisions of paragraph 6.4. (d) As the interest of Stockholder the Participant in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: (1i) Releases The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12)-month period measured from the initial vesting date under paragraph 5.3. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervalsintervals thereafter, with the first such semi-annual release to occur twelve six (126) months after the Vesting Measurement Date;initial paragraph 5.3 vesting date. (2iii) Upon Stockholder’s the Participant's cessation of Service Provider statusService, any escrowed Shares (or other assets or securities) in which Stockholder the Participant is at the time vested shall be promptly released from escrow; and. (3iv) Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article 5 aboveV, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully fully-vested shares or other property. (ce) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (bd) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal paragraph 4.4 until such provisions terminate in accordance herewiththerewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Purchased Shares, together with any other ----------------- assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation elect to exercise the Repurchase Right under Article 5 above with respect to any Unvested Shares, then the escrowed certificates for such those Unvested Shares (together with any other assets or securities issued with respect attributable thereto) shall be delivered surrendered to the Company for cancellation, Corporation concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), Owner of an amount equal to the aggregate Repurchase Exercise Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securitiessecurities attributable thereto). (bii) Should the Corporation elect to exercise the First Refusal Right with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for those Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Corporation concurrently with the payment of the Paragraph E.3 purchase price for such Target Shares to Owner, and Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities attributable thereto). (iii) Should the Corporation elect not to exercise the Repurchase --- Right with respect to any Unvested Shares or the First Refusal Right with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be immediately released to Owner. (iv) As the interest of Stockholder in the Purchased Shares (or any other assets or securities issued with respect attributable thereto) vests vest in accordance with the provisions of Article 5 aboveVesting Schedule, the certificates for such those vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the upon Owner's request, if requested by the Owner, in accordance with the following schedule:but not more frequently than once every six (6) months. (1v) Releases of vested shares All Purchased Shares which vest (or and any other vested assets and securitiessecurities attributable thereto) from escrow shall be effected at annual intervals, with released within thirty (30) days after the first such annual release earlier to occur twelve of (12a) months after the Vesting Measurement Date; (2) Upon Stockholder’s Optionee's cessation of Service Provider status, any escrowed Shares or (or other assets or securitiesb) in which Stockholder is at the time vested shall be promptly released from escrow; and (3) Upon any earlier termination ------- lapse of the Repurchase Right in accordance with the applicable provisions of Article 5 above, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other propertyFirst Refusal Right. (cvi) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to (a) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal Right, to the extent such right has not otherwise lapsed, (b) the Market Stand- Off, until such provisions terminate in accordance herewithrestriction terminates, and (c) the Special Purchase Right, to the extent such right has not otherwise lapsed.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, Corporation concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Option Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (biii) Should the Corporation (or its assignees) elect NOT to exercise its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with provisions of paragraph 6.4. (iv) As the interest of Stockholder the Optionee in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: a. The initial release of vested shares (1or other vested assets and securities) Releases from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12)-month period measured from the Grant Date. b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervalsintervals thereafter, with the first such semi-annual release to occur twelve eighteen (1218) months after the Vesting Measurement Grant Date;. (2) c. Upon Stockholderthe Optionee’s cessation of Service Provider statusService, any escrowed Purchased Shares (or other assets or securities) in which Stockholder the Optionee is at the time vested shall be promptly released from escrow; and. (3) d. Upon any earlier termination of the Corporation’s Repurchase Right in accordance with the applicable provisions of Article 5 aboveV, the any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully fully-vested shares or other property. (cv) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (biv) above shall nevertheless remain subject to (I) the Corporation’s First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal paragraph 4.4 until such provisions terminate in accordance herewiththerewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellationCorporation, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Purchase Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (biii) Should the Corporation (or its assignees) elect NOT to exercise its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with the provisions of paragraph 6.4. (iv) As the interest of Stockholder the Purchaser in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: (1) Releases A. The initial release of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervals, with the first such semi-annual release to occur twelve six (126) months after the Vesting Measurement Date;initial paragraph 5.3 vesting date. (2) B. Upon Stockholder’s the Purchaser's cessation of Service Provider statusService, any escrowed Shares (or other assets or securities) in which Stockholder the Purchaser is at the time vested shall be promptly released from escrow; and. (3) C. Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article 5 aboveV, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully fully-vested shares or other property. (cv) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (biv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, and (II) the restrictions on transfer, including the market stand-off provisions provision, of Section 3.3 above and the Company’s Right of First Refusal Article IV, until such provisions terminate in accordance herewithwith their terms.

Release/Surrender. The Purchased Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the terms and conditions of the Pledge Agreement in addition to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (a) Should the Company elect to exercise the Repurchase its First Refusal Right under Article Section 5 above with respect to any Unvested SharesTarget Shares held at the time in escrow hereunder, then the escrowed certificates for such Unvested Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the purchase price for such Target Shares to the Owner, be surrendered to the Company for cancellation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (b) Should the Company elect not to exercise its First Refusal Right under Section 5 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall be delivered surrendered to the Company Owner for cancellation, concurrently with the payment disposition according to the Owner, in cash or cash equivalent (including the cancellation provisions of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Price for such Unvested Shares, and the Owner shall have no further rights with respect to such Unvested Shares (or other assets or securities)Section 5.4. (bc) As So long as no Event of Default (as such term is defined in the Note) exists under the Note, as the interest of Stockholder the Purchaser in the Purchased Shares (or any other assets or securities issued with respect thereto) vests increases in accordance with proportion to the provisions portion of Article 5 abovethe Fully-Paid Shares, the certificates for such vested shares Fully-Paid Shares (as well as all other vested assets and securitiessecurities associated therewith) shall be released from escrow upon request of the Owner and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: (1i) Releases the initial release of vested shares Fully-Paid Shares (or other vested fully-paid assets and securities) from escrow shall be effected within thirty (30) days following the Initial Termination Date (as defined in the Voting Agreement). (ii) Subsequent releases of Fully-Paid Shares (or other fully-paid assets and securities) from escrow shall be effected at annual intervalsintervals thereafter, with the first such annual release to occur twelve (12) months after the Vesting Measurement Initial Termination Date; (2) Upon Stockholder’s cessation of Service Provider status, any escrowed Shares (or other assets or securities) in which Stockholder is at the time vested shall be promptly released from escrow; and (3) Upon any earlier termination of the Repurchase Right in accordance with the applicable provisions of Article 5 above, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other property. (cd) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (bc) above shall nevertheless remain subject to the market stand-off Company’s First Refusal Right under Section 5 until such right lapses pursuant to Section 5.7, together with the provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewithVoting Agreement.

Release/Surrender. The Purchased Shares, together with any ----------------- other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation elect to exercise the Repurchase Right under Article 5 above with respect to any Unvested Shares, then the escrowed certificates for such those Unvested Shares (together with any other assets or securities issued with respect attributable thereto) shall be delivered surrendered to the Company for cancellation, Corporation concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), Owner of an amount equal to the aggregate Repurchase Exercise Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securitiessecurities attributable thereto). (bii) Should the Corporation elect to exercise the First Refusal Right with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for those Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Corporation concurrently with the payment of the Paragraph E.3 purchase price for such Target Shares to Owner, and Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities attributable thereto). (iii) Should the Corporation elect not to exercise the --- Repurchase Right with respect to any Unvested Shares or the First Refusal Right with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be immediately released to Owner. (iv) As the interest of Stockholder in the Purchased Shares (or any other assets or securities issued with respect attributable thereto) vests vest in accordance with the provisions of Article 5 aboveVesting Schedule, the certificates for such those vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the upon Owner's request, if requested by the Owner, in accordance with the following schedule:but not more frequently than once every six (6) months. (1v) Releases of vested shares All Purchased Shares which vest (or and any other vested assets and securitiessecurities attributable thereto) from escrow shall be effected at annual intervals, with released within thirty (30) days after the first such annual release earlier to occur twelve of (12a) months after the Vesting Measurement Date; (2) Upon Stockholder’s Optionee's cessation of Service Provider status, any escrowed Shares or (or other assets or securitiesb) in which Stockholder is at the time vested shall be promptly released from escrow; and (3) Upon any earlier termination ------- lapse of the Repurchase Right in accordance with the applicable provisions of Article 5 above, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other propertyFirst Refusal Right. (cvi) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to (a) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal Right, to the extent such right has not otherwise lapsed, (b) the Market Stand-Off, until such provisions terminate in accordance herewithrestriction terminates, and (c) the Special Purchase Right, to the extent such right has not otherwise lapsed.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (a) Should the Company Corporation elect to exercise the Repurchase Right under Article 5 above IV with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company Corporation for cancellation, concurrently with the payment to the Ownerholder, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness)cash, of an amount equal to the aggregate Repurchase Price for such Unvested Shares, and the Owner holder shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities). (b) As the interest of Stockholder the Purchaser in the Unvested Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article 5 aboveIV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, in accordance with the following scheduleholder as follows: (1i) Releases the initial release of vested shares (or as well as all other vested assets and securities) from escrow shall be effected within ten (10) days following the expiration of the initial twelve (12) month period measured from the date of this Agreement; (ii) subsequent releases of vested shares (as well as all other vested assets and securities) from escrow shall be effected at annual intervalsintervals thereafter, with the first such annual release to occur twelve twenty-four (1224) months after the Vesting Measurement Date; (2) Upon Stockholder’s cessation date of Service Provider status, any escrowed Shares (or other assets or securities) in which Stockholder is at the time vested shall be promptly released from escrowthis Agreement; and (3iii) Upon upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article 5 aboveIV, the Unvested Shares (or as well as all other assets or securities) at the time held in escrow hereunder shall promptly immediately be released to the Owner holder as fully vested shares or other property. (c) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewith.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, Corporation concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Option Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (biii) Should the Corporation (or its assignees) elect NOT to exercise its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with provisions of paragraph 6.4. (iv) As the interest of Stockholder the Optionee in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: a. The initial release of vested shares (1or other vested assets and securities) Releases from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12)-month period measured from the Grant Date. b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervalsintervals thereafter, with the first such semi-annual release to occur twelve eighteen (1218) months after the Vesting Measurement Grant Date;. (2) c. Upon Stockholder’s the Optionee's cessation of Service Provider statusService, any escrowed Purchased Shares (or other assets or securities) in which Stockholder the Optionee is at the time vested shall be promptly released from escrow; and. (3) d. Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article 5 aboveV, the any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully fully-vested shares or other property. (cv) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (biv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal paragraph 4.4 until such provisions terminate in accordance herewiththerewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Shares, together with any other assets or ----------------- securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (a) Should the Company exercise the Repurchase Right under Article 5 above with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Purchase Price for such Unvested Shares, and the Owner shall have no further rights with respect to such Unvested Shares (or other assets or securities). (b) Should the Company exercise its First Refusal Right under Article 6 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Company for cancellation, and the Owner shall have no further rights with respect to such Target Shares (or other assets or securities). (c) Should the Company elect not to exercise its First Refusal Right under Article 6 with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall be surrendered to the Owner for disposition according to the provisions of Section 6.4. (d) As the interest of Stockholder Purchaser in the Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article 5 above5, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, in accordance with the following schedule: (1i) Releases The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial six (6) month period measured from the Vesting Measurement Date. (ii) Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervalsintervals thereafter, with the first such annual release to occur twelve eighteen (1218) months after the Vesting Measurement Date;. (2iii) Upon Stockholder’s Purchaser's cessation of Service Provider status, any escrowed Shares (or other assets or securities) in which Stockholder Purchaser is at the time vested shall be promptly released from escrow; and. (3iv) Upon any earlier termination of the Company's Repurchase Right in accordance with the applicable provisions of Article 5 above5, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other property. (ce) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (biv) above shall nevertheless remain subject to the First Refusal Right under Article 6 and the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewith.

Release/Surrender. The Shares, together with any other assets or ----------------- securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: (a) Should the Company elect to exercise the Unvested Share Repurchase Right under Article 5 above IV hereof with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Purchase Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities). (b) As the interest of Stockholder the Owner in the Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article 5 aboveIV hereof, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: (1i) Releases of vested shares the Time Vested Shares (or other vested assets and securities) from escrow shall be effected at annual intervals, occur promptly after such shares vest in accordance with the first such annual release to occur twelve (12) months after the Vesting Measurement Date;Schedule. (2) Upon Stockholder’s cessation of Service Provider status, any escrowed Shares (or other assets or securities) in which Stockholder is at the time vested shall be promptly released from escrow; and (3ii) Upon any earlier termination of the Company's Unvested Share Repurchase Right in accordance with the applicable provisions of Article 5 aboveIV hereof, the Shares (or other assets or securities) at the time vested in Owner and held in escrow hereunder shall promptly be released to the Owner as fully vested shares (or other property). (c) All Notwithstanding anything to the contrary contained in this Section 6.3, all Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (bSection 6.3(b) above hereof shall nevertheless remain subject to the market stand-off provisions of Section 3.3 2.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewiththerewith.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or of their surrender to the Company for repurchase and cancellation: (a) Should the Company (or its assignees) elect to exercise the Repurchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellationCompany, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Purchase Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securitiessecurities attributable to such Unvested Shares). (b) Should the Company (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Company, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (c) Should the Company (or its assignees) elect not to exercise its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with the provisions of paragraph 6.4. (d) As the interest of Stockholder the Owner in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: (1) Releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals, with Upon the first such annual release to occur twelve (12) months after the Vesting Measurement Date; (2) Upon Stockholder’s Purchaser's cessation of Service Provider statusService, any escrowed Shares (or other assets or securities) in which Stockholder the Purchaser is at the time vested shall be promptly released from escrow; and. (32) Upon any earlier termination of the Company's Repurchase Right in accordance with the applicable provisions of Article 5 aboveV, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully fully-vested shares or other property. (c3) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (b2) above shall nevertheless remain subject to (i) the Company's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7 and Article III and (ii) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal paragraph 4.4. until such provisions terminate in accordance herewiththerewith.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellationCorporation, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Purchase Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (biii) Should the Corporation (or its assignees) elect not to exercise its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with the provisions of paragraph 6.4. (iv) As the interest of Stockholder the Purchaser in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: a. The initial release of vested shares (1or other vested assets and securities) Releases from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12)-month period measured from the Vesting Start Date under paragraph 5.3. b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervalsintervals thereafter, with the first such semi-annual release to occur twelve six (126) months after the Vesting Measurement Date;initial paragraph 5.3 vesting date. (2) c. Upon Stockholder’s the Purchaser's cessation of Service Provider statusService, any escrowed Shares (or other assets or securities) in which Stockholder the Purchaser is at the time vested shall be promptly released from escrow; and. (3) d. Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article 5 aboveV, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully fully-vested shares or other property. (cv) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (biv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the restrictions on transfer, including the market stand-off provisions provision, of Section 3.3 above and the Company’s Right of First Refusal Article IV, until such provisions terminate in accordance herewithwith their terms and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, Corporation concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Option Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (biii) Should the Corporation (or its assignees) elect not to exercise its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with provisions of paragraph 6.4. (iv) As the interest of Stockholder the Optionee in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: a. The initial release of vested shares (1or other vested assets and securities) Releases from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12)-month period measured from the Grant Date. b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervalsintervals thereafter, with the first such semi-annual release to occur twelve eighteen (1218) months after the Vesting Measurement Grant Date;. (2) c. Upon Stockholder’s the Optionee's cessation of Service Provider statusService, any escrowed Purchased Shares (or other assets or securities) in which Stockholder the Optionee is at the time vested shall be promptly released from escrow; and. (3) d. Upon any earlier termination of the Corporation-'s Repurchase Right in accordance with the applicable provisions of Article 5 aboveV, the any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully fully-vested shares or other property. (cv) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (biv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal paragraph 4.4 until such provisions terminate in accordance herewiththerewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Shares, together with any other assets or securities held As to Shares in escrow hereunder, shall be subject to which the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: Grantee acquires a vested interest (a) Should the Company exercise the Repurchase Right under Article 5 above with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, concurrently with the payment to the Owner, as described in cash or cash equivalent (including the cancellation of any purchase-money indebtednessparagraph 1.g), of an amount equal to the aggregate Repurchase Price for such Unvested Shares, and the Owner shall have no further rights with respect to such Unvested Shares (or other assets or securities). (b) As the interest of Stockholder in the Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article 5 above, the certificates for representing such vested shares (as well as all other vested assets and securities) Shares shall be released from escrow and delivered to the Owner, if requested by the Owner, in accordance with the following schedule: (1) Releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals, with the first such annual release to occur twelve (12) months Grantee as soon as practicable after the Vesting Measurement Date; (2) Upon Stockholder’s cessation of Service Provider status, any escrowed Grantee acquires such vested interest. As to Shares (or other assets or securities) in which Stockholder is that are Unvested Shares at the time vested shall be promptly released from escrow; and (3) Upon any earlier termination of that the Grantee first ceases to maintain Continuous Status as an Employee, and which are forfeited or for which Bancorp elects to exercise the Repurchase Right with respect to all or any portion of such Unvested Shares, as the case may be and as provided in accordance paragraph 2, certificates representing the Unvested Shares that are forfeited or that Bancorp elects to repurchase shall be delivered to Bancorp, concurrently with the applicable provisions payment to the Grantee, in cash or cash equivalent, of Article 5 abovean amount equal to the aggregate Purchase Price, if any, for such Unvested Shares, and the Grantee shall cease to have any further rights or claims with respect to such Unvested Shares. As to Shares (or other assets or securities) that are Unvested Shares at the time held that the Grantee first ceases to maintain Continuous Status as an Employee and for which a Purchase Price is applicable, if Bancorp does not elect to exercise the Repurchase Right, as provided in escrow hereunder paragraph 2, or elects to exercise the Repurchase Right with respect to less than all of the Unvested Shares, certificates for Unvested Shares that Bancorp does not elect to repurchase shall promptly be released delivered to the Owner as fully vested shares or other propertyGrantee, and Bancorp shall cease to have any further Repurchase Right with respect to such Unvested Shares. (c) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewith.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, Corporation concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Option Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (biii) Should the Corporation (or its assignees) elect not to exercise its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with provisions of paragraph 6.4. (iv) As the interest of Stockholder the Optionee in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: a. The initial release of vested shares (1or other vested assets and securities) Releases from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12)-month period measured from the Grant Date. b. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at semi-annual intervalsintervals thereafter, with the first such semi-annual release to occur twelve eighteen (1218) months after the Vesting Measurement Grant Date;. (2) c. Upon Stockholder’s the Optionee's cessation of Service Provider statusService, any escrowed Purchased Shares (or other assets or securities) in which Stockholder the Op6tionee is at the time vested shall be promptly released from escrow; and. (3) d. Upon any earlier termination of the Corporation's Repurchase Right in accordance with the applicable provisions of Article 5 aboveV, the any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully fully-vested shares or other property. (cv) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (biv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal paragraph 4.4 until such provisions terminate in accordance herewiththerewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Unvested Shares, together with any other ----------------- assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, Corporation concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Option Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (biii) Should the Corporation (or its assignees) elect not to ----- exercise its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with provisions of paragraph 6.4. (iv) As the interest of Stockholder the Optionee in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: (1) Releases a. The initial release of vested shares (or other vested - assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial twelve (12)-month period measured from the Grant Date. b. Subsequent releases of vested shares (or other vested - assets and securities) from escrow shall be effected at semi-annual intervalsintervals thereafter, with the first such semi-annual release to occur twelve eighteen (1218) months after the Vesting Measurement Grant Date;. (2) c. Upon Stockholder’s the Optionee's cessation of Service Provider statusService, any escrowed - Purchased Shares (or other assets or securities) in which Stockholder the Optionee is at the time vested shall be promptly released from escrow; and. (3) d. Upon any earlier termination of the Corporation's - Repurchase Right in accordance with the applicable provisions of Article 5 aboveV, the any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully fully-vested shares or other property. (cv) All Purchased Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection subparagraph (biv) above shall nevertheless remain subject to (I) the Corporation's First Refusal Right under Article VI until such right lapses pursuant to paragraph 6.7, (II) the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal paragraph 4.4 until such provisions terminate in accordance herewiththerewith and (III) the Special Purchase Right under Article VIII.

Release/Surrender. The Purchased Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation elect to exercise the Repurchase Right under Article 5 above with respect to any Unvested Shares, then the escrowed certificates for such those Unvested Shares (together with any other assets or securities issued with respect attributable thereto) shall be delivered surrendered to the Company for cancellation, Corporation concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), Owner of an amount equal to the aggregate Repurchase Purchase Price paid for such those Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securitiessecurities attributable thereto). (bii) Should the Corporation elect not to exercise the Repurchase Right with respect to any Unvested Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be released to Owner. (iii) As the interest of Stockholder in the Purchased Shares (or any other assets or securities issued with respect attributable thereto) vests vest in accordance with the provisions of Article 5 aboveVesting Schedule, the certificates for such those vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the upon Owner, if requested by the Owner, in accordance with the following schedule:'s request. (1) Releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals, with the first such annual release to occur twelve (12) months after the Vesting Measurement Date; (2) Upon Stockholder’s cessation of Service Provider status, any escrowed Shares (or other assets or securities) in which Stockholder is at the time vested shall be promptly released from escrow; and (3iv) Upon any earlier termination of the Repurchase Right in accordance connection with the applicable provisions of Article 5 abovea Corporate Transaction or Involuntary Termination, the any Purchased Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other propertyOwner. (c) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewith.

Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company Corporation for repurchase and cancellation: (ai) Should the Company Corporation (or its assignees) elect to exercise the Repurchase Right under Article 5 above V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, Corporation concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Option Price for such Unvested Shares, and the Owner shall cease to have no any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares). (ii) Should the Corporation (or its assignees) elect to exercise its First Refusal Right under Article VI with respect to any vested Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall, concurrently with the payment of the paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered to the Corporation, and the Owner shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities). (biii) Should the Corporation (or its assignees) elect not to exercise its First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Owner for disposition in accordance with provisions of paragraph 6.4. (iv) As the interest of Stockholder the Optionee in the Unvested Shares (or any other assets or securities issued with respect attributable thereto) vests in accordance with the provisions of Article 5 aboveV, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, Owner in accordance with the following schedule: (1) Releases -15- 16 a. The initial release of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals, with within thirty (30) days following the first such annual release to occur expiration of the initial twelve (12) months after 12)-month period measured from the Vesting Measurement Grant Date; (2) Upon Stockholder’s cessation of Service Provider status, any escrowed Shares (or other assets or securities) in which Stockholder is at the time vested shall be promptly released from escrow; and (3) Upon any earlier termination of the Repurchase Right in accordance with the applicable provisions of Article 5 above, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other property. (c) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewith.