Common use of Residence Clause in Contracts

Residence. The address of my principal residence is set forth on the signature page below. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares to me. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx (Personal Address) FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase Agreement dated as of July , 2010, the undersigned hereby sells, assigns and transfers unto , ( ) shares of Common Stock of Locus Development, Inc., a Delaware corporation, standing in the undersigned’s name on the books of said corporation represented by certificate number delivered herewith, and does hereby irrevocably constitute and appoint as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation. Dated: July , 2010 (Signature) Xxxx X. Xxxxxx (Print Name) (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx (Print Name) This Assignment Separate From Certificate was executed in conjunction with the terms of a Restricted Stock Purchase Agreement between the above assignor and the above corporation, dated as of July , 2010. Locus Development, Inc. 0000 Xxxxxx Xxx Xxxxxxx, XX 00000 Attn: Corporate Secretary Dear Secretary: As Escrow Agent for both Locus Development, Inc., a Delaware corporation (the “Company”), and Xxxx X. Xxxxxx (the “Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the “Agreement”), dated as of July , 2010, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3, the Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 4. Upon written request of the Purchaser after each successive one-year period from the date of the Agreement, unless the Repurchase Option has been exercised, you will deliver to the Purchaser a certificate or certificates representing so many shares of stock remaining in escrow as are not then subject to the Repurchase Option. On the date that is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Option. 5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to the Purchaser, you shall deliver all of same to the Purchaser and shall be discharged of all further obligations hereunder. 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 8. The Company and the Purchaser hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser hereunder. 9. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 10. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 11. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursements.

Residence. The address of my principal residence is set forth on the signature page below. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares to me. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx (Personal Address) Purchaser’s Signature Print Name Address of Purchaser’s principal residence: XXX FOR VALUE RECEIVED and pursuant to that certain Amended and Restated Restricted Stock Purchase Agreement dated as of July December 1, 20102015, the undersigned hereby sells, assigns and transfers unto , ( ) shares of Common Stock of Locus Development, Verrica Pharmaceuticals Inc., a Delaware corporation, standing in the undersigned’s name on the books of said corporation represented by certificate number delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of Verrica Pharmaceuticals Inc. as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation. Dated: July , 2010 (Signature) Xxxx X. Xxxxxx (Print Name) (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx (Print Spouse’s Name) This Assignment Separate From Certificate was executed in conjunction with the terms of a an Amended and Restated Restricted Stock Purchase Agreement between the above assignor and the above corporation, dated as of July [ ], 20102015. Locus DevelopmentVerrica Pharmaceuticals Inc. 000 XxXxx Xxxxxx San Carlos, Inc. 0000 Xxxxxx Xxx Xxxxxxx, XX 00000 CA 94070 Attn: Corporate Secretary Dear Secretary: As Escrow Agent for both Locus Development, Verrica Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Xxxx X. Xxxxxx Xxxxxxx Xxxxxxxx (the “Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Amended and Restated Restricted Stock Purchase Agreement (the “Agreement”), dated as of July , 20102013, to which a copy of these Amended and Restated Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3, the Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 4. Upon written request of the Purchaser after each successive one-year period from the date of the Agreement, unless the Repurchase Option has been exercised, you will deliver to the Purchaser a certificate or certificates representing so many shares of stock remaining in escrow as are not then subject to the Repurchase Option. On the date that is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Option. 5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to the Purchaser, you shall deliver all of same to the Purchaser and shall be discharged of all further obligations hereunder. 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 8. The Company and the Purchaser hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Amended and Restated Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser hereunder. 9. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 10. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 11. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursements.

Residence. The address of my principal residence is set forth on the signature page below. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares to me. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx (Personal Address) FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase Award Agreement dated as of July , 2010201[ ], the undersigned hereby sells, assigns and transfers unto the Corporate Secretary of Blue Apron Holdings, Inc., a Delaware corporation (the “Company”), ( ) shares of Company Class B Common Stock of Locus Development, Inc., a Delaware corporationStock, standing in the undersigned’s name on the books of said corporation represented by certificate number delivered herewith, and does hereby irrevocably constitute and appoint the Corporate Secretary of Company as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation. Dated: July , 2010 (Signature) Xxxx X. Xxxxxx (Print Name) (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx (Print Name) This Assignment Separate From Certificate was executed in conjunction with the terms of a Restricted Stock Purchase Award Agreement between the above assignor and the above corporation, dated as of July , 2010201[ ]. Locus DevelopmentBlue Apron Holdings, Inc. 0000 0 Xxxxxx Xxx XxxxxxxXxxxxx, XX 00000 3rd Floor New York, NY 10013 Attn: Corporate Secretary Dear Secretary: As Escrow Agent for both Locus DevelopmentBlue Apron Holdings, Inc., a Delaware corporation (the “Company”), and Xxxx X. Xxxxxx [ ] (the “PurchaserRecipient”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Award Agreement (the “Agreement”), dated as of July , 2010[ ], to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises determines that the Repurchase Option Unvested Shares are subject to forfeiture, as set forth in the Agreement, the Company shall give to the Purchaser Recipient and you a written notice specifying the number of shares of stock to be purchased, the purchase priceforfeited, and the time for a closing hereunder at the principal office of the Companysuch forfeiture shall happen automatically. The Purchaser Recipient and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase OptionCompany. 3. The Purchaser Recipient irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser Recipient does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3, the Purchaser Recipient shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 4. Upon written request of the Purchaser Recipient after each successive one-year period from the date of the Agreement, unless the Repurchase Option has Unvested Shares have been exercisedforfeited, you will deliver to the Purchaser Recipient a certificate or certificates representing so many shares of stock remaining in escrow as are not then subject to the Repurchase Optionforfeiture. On the date that is 95 days after the date the PurchaserRecipient’s status as a service provider Service Provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser Recipient a certificate or certificates representing the aggregate number of shares sold and issued pursuant not forfeited to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase OptionRestricted Stock Award Agreement. 5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to the PurchaserRecipient, you shall deliver all of same to the Purchaser Recipient and shall be discharged of all further obligations hereunder. 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser Recipient while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 8. The Company and the Purchaser Recipient hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser Recipient hereunder. 9. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 10. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 11. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursements.

Residence. The address of my principal residence is set forth on the signature page below. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares to me. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx (Personal Address) [NAME OF PURCHASER] FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase Agreement dated as of July , 2010200 , the undersigned hereby sells, assigns and transfers unto , ( ) shares of Common Stock of Locus Development, Inc.Xenogen Corporation, a Delaware corporation, standing in the undersigned’s name on the books of said corporation represented by certificate number delivered herewith, and does hereby irrevocably constitute and appoint as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation. Dated: July [NAME OF PURCHASER] [NAME OF PURCHASER’S SPOUSE, 2010 (Signature) Xxxx X. Xxxxxx (Print Name) (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx (Print Name) IF ANY] This Assignment Separate From Certificate was executed in conjunction with the terms of a Restricted Stock Purchase Agreement between the above assignor and the above corporation, dated as of July , 2010200 . Locus Development, Inc. 0000 Xenogen Corporation 000 Xxxxxxxx Xxxxxx Xxx Xxxxxxx, XX 00000 Attn: Corporate Secretary Dear SecretarySir or Madam: As Escrow Agent for both Locus Development, Inc.Xenogen Corporation, a Delaware corporation (the “Company”), and Xxxx X. Xxxxxx (the “Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the “Agreement”), dated as of July , 2010200 , to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3, the Purchaser shall exercise all rights and privileges of a stockholder of the Company while you hold the stock is held by youstock. 4. Upon written request of the Purchaser after each successive one1-year period from the date of the Agreement, unless the Repurchase Option has been exercised, you will deliver to the Purchaser a certificate or certificates representing so many shares of stock remaining in escrow as are not then subject to the Repurchase Option. On the date that is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Option. 5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to the Purchaser, you shall deliver all of same to the Purchaser and shall be discharged of all further obligations hereunder. 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 8. The Company and the Purchaser hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser hereunder. 9. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 10. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 11. You shall not be entitled liable for the outlawing of any rights under the Statute of Limitations with respect to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection these Joint Escrow Instructions or any documents deposited with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursementsyou.

Residence. The address of my principal residence is set forth on the signature page below. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares to me. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx (Personal Address) Address of the Purchaser’s principal residence: FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase Agreement dated as of July , 20102014, the undersigned hereby sells, assigns and transfers unto , ( ) shares of Common Stock of Locus DevelopmentStackEngine, Inc., a Delaware corporation, standing in the undersigned’s name on the books of said corporation represented by certificate number delivered herewith, and does hereby irrevocably constitute and appoint as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation. Dated: July , 2010 Spouse of (Signature) Xxxx X. Xxxxxx (Print Name) (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx (Print Nameapplicable) This Assignment Separate From Certificate was executed in conjunction with the terms of a Restricted Stock Purchase Agreement between the above assignor and the above corporation, dated as of July , 20102014. Locus Development, 2014 StackEngine, Inc. 0000 Xxxxxx Xxx XxxxxxxXxxxxxxx Xxxx Xxxxxx, XX 00000 Attn: Corporate Secretary Dear Secretary: As Escrow Agent for both Locus DevelopmentStackEngine, Inc., a Delaware corporation (the “Company”), and Xxxx X. Xxxxxx (the “Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the “Agreement”), dated as of July , 20102014, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. : In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3, the Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 4. Upon written request of the Purchaser after each successive one-year period from the date of the Agreement, unless the Repurchase Option has been exercised, you will deliver to the Purchaser a certificate or certificates representing so many shares of stock remaining in escrow as are not then subject to the Repurchase Option. On the date that is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Option. 5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to the Purchaser, you shall deliver all of same to the Purchaser and shall be discharged of all further obligations hereunder. 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 8. The Company and the Purchaser hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser hereunder. 9. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 10. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 11. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursements.. Your responsibilities as Escrow Agent hereunder shall terminate if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent. You are expressly authorized to delegate your duties as Escrow Agent hereunder to the law firm of Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx LLP, or any other law firm, which delegation, if any, may change from time to time and shall survive your resignation as Escrow Agent. If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or four days following deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid and return receipt requested, addressed to each of the other parties thereunto entitled at the following addresses, or at such other addresses as a party may designate by written notice to each of the other parties hereto. COMPANY: StackEngine, Inc. 0000 Xxxxxxxx Xxxx Xxxxxx, XX 00000 Attn: President PURCHASER: ESCROW AGENT: StackEngine, Inc. 0000 Xxxxxxxx Xxxx Xxxxxx, XX 00000 Attn: Secretary By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the Agreement. This instrument shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. Very truly yours, By: PURCHASER: ESCROW AGENT: Xxxx Xxxxxxxx, Secretary IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, THE FILING OF SUCH ELECTION IS YOUR RESPONSIBILITY. YOU MUST FILE THIS FORM WITHIN 30 DAYS OF PURCHASING THE SHARES. YOU (AND NOT THE COMPANY OR ANY OF ITS AGENTS) SHALL BE SOLELY RESPONSIBLE FOR FILING SUCH FORM WITH THE IRS, EVEN IF YOU REQUEST THE COMPANY OR ITS AGENTS TO MAKE THIS FILING ON YOUR BEHALF AND EVEN IF THE COMPANY OR ITS AGENTS HAVE PREVIOUSLY MADE THIS FILING ON YOUR BEHALF. The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in his or her gross income for the current taxable year, the amount of any compensation taxable to him or her in connection with his or her receipt of the property described below:

Residence. The address of my principal residence is set forth on the signature page below. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares to me. /s/ Xxxx X. Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx 00000 Xxxxxx Xxxx X. Xxxxxx (Personal Address) Xxxxxxx Xxxxxxx, XX 00000 FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase Agreement dated as of July October 30, 20102008, the undersigned hereby sells, assigns and transfers unto , ( ) shares of Common Stock of Locus DevelopmentZ Research, Inc., a Delaware corporation, standing in the undersigned’s name on the books of said corporation represented by certificate number delivered herewith, and does hereby irrevocably constitute and appoint as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation. Dated: July , 2010 /s/ Xxxxxx Xxxxxxxx (Signature) Xxxx X. Xxxxxx Xxxxxxxx (Print Name) /s/ Xxxxxx Xxxxxxxx (Spouse’s Signature, if any) Xxxxxx Xxxxxxxx X. Xxxxx (Print Name) This Assignment Separate From Certificate was executed in conjunction with the terms of a Restricted Stock Purchase Agreement between the above assignor and the above corporation, dated as of July , 2010. Locus DevelopmentZ Research, Inc. 0000 Xxxxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, XX 00000 Attn.: Corporate Secretary Dear SecretarySir or Madam: As Escrow Agent for both Locus DevelopmentZ Research, Inc., a Delaware corporation (the “Company”), and Xxxx X. Xxxxxx Xxxxxxxx (the “Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the “Agreement”), dated as of July October 30, 20102008, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3, the Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 4. Upon written request of the Purchaser after each successive one-year period from the date of the Agreement, unless the Repurchase Option has been exercised, you will deliver to the Purchaser a certificate or certificates representing so many shares of stock remaining in escrow as are not then subject to the Repurchase Option. On the date that is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Option. 5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to the Purchaser, you shall deliver all of same to the Purchaser and shall be discharged of all further obligations hereunder. 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 8. The Company and the Purchaser hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser hereunder. 9. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 10. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 11. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursements.

Residence. The address of my principal residence is set forth on the signature page below. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares to me. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx (Personal Address) /S/ XXXXXX XXXXX FOR VALUE RECEIVED and pursuant to that certain Executive’s Restricted Stock Purchase Agreement dated as of July August 26, 20102005, the undersigned hereby sells, assigns and transfers unto , ( ) shares of Common Stock of Locus Development, Inc.Online Music Corporation, a Delaware corporation, standing in the undersigned’s name on the books of said corporation represented by certificate number delivered herewith, and does hereby irrevocably constitute and appoint as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation. Dated: July , 2010 /S/ XXXXXX XXXXX (Signature) Xxxx X. Xxxxxx (Please Print Name) /S/ XXXXXX XXXXX (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx (Please Print Name) This Assignment Separate From Certificate was executed in conjunction with the terms of a Executive’s Restricted Stock Purchase Agreement between the above assignor and the above corporation, dated as of July August 26, 20102005. Locus DevelopmentOnline Music Corporation 0000 Xxxxx Xxxx Xxxxx, Inc. 0000 Xxxxxx Xxx XxxxxxxXxxxx 000 Xxxxxxxxxx, XX 00000 Attn: Corporate Secretary Dear Mr. Secretary: As Escrow Agent for both Locus Development, Inc.Online Music Corporation, a Delaware corporation (the “Company”), and Xxxx X. Xxxxxx Xxxxx (the “Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Founder’s Restricted Stock Purchase Agreement (the “Agreement”), dated as of July August 26, 20102005, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3, the Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 4. Upon written request of the Purchaser after each successive one1-year period from the date of the Agreement, unless the Repurchase Option has been exercised, you will deliver to the Purchaser a certificate or certificates representing so many shares of stock remaining in escrow as are not then subject to the Repurchase Option. On the date that is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Option. 5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to the Purchaser, you shall deliver all of same to the Purchaser and shall be discharged of all further obligations hereunder. 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 8. The Company and the Purchaser hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser hereunder. 9. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 10. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 11. You shall not be entitled liable for the outlawing of any rights under the Statute of Limitations with respect to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection these Joint Escrow Instructions or any documents deposited with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursementsyou.

Residence. The address of my principal residence is set forth on the signature page below. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares to me. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx (Personal Address) FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase Agreement dated as of July , 2010______________, the undersigned hereby sells, assigns and transfers unto _________________________, ( ______________________ (______) shares of Common Stock of Locus DevelopmentClovis Oncology, Inc., a Delaware corporation, standing in the undersigned’s name on the books of said corporation represented by certificate number _______ delivered herewith, and does hereby irrevocably constitute and appoint ______________________ as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation. Dated: July , 2010 (Signature) Xxxx X. Xxxxxx (Print Name) (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx (Print Name) This Assignment Separate From Certificate was executed in conjunction with the terms of a Restricted Stock Purchase Agreement between the above assignor and the above corporation, dated as of July , 2010____________________. Locus DevelopmentClovis Oncology, Inc. 0000 Xxxxxx Xxx Xxxxxxx, XX 00000 Attn: Corporate Secretary Dear Secretary: As Escrow Agent for both Locus DevelopmentClovis Oncology, Inc., a Delaware corporation (the “Company”), and Xxxx X. Xxxxxx Xxxx (the “Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the “Agreement”), dated as of July , 2010__________________, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3, the Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 4. Upon written request of the Purchaser after each successive one-year period from the date of the Agreement, unless the Repurchase Option has been exercised, you will deliver to the Purchaser a certificate or certificates representing so many shares of stock remaining in escrow as are not then subject to the Repurchase Option. On the date that is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Option. 54. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to the Purchaser, you shall deliver all of same to the Purchaser and shall be discharged of all further obligations hereunder. 65. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 76. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 87. The Company and the Purchaser hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser hereunder. 98. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 109. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 1110. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursements. 11. Your responsibilities as Escrow Agent hereunder shall terminate if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent.

Residence. The address of my principal residence is set forth on the signature page below. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares to me. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx (Personal Address) /S/ XXXXXXXX XXXXXXXXX FOR VALUE RECEIVED and pursuant to that certain Executive’s Restricted Stock Purchase Agreement dated as of July August 26, 20102005, the undersigned hereby sells, assigns and transfers unto , ( ) shares of Common Stock of Locus Development, Inc.Online Music Corporation, a Delaware corporation, standing in the undersigned’s name on the books of said corporation represented by certificate number delivered herewith, and does hereby irrevocably constitute and appoint as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation. Dated: July , 2010 /S/ XXXXXXXX XXXXXXXXX (Signature) Xxxx X. Xxxxxx (Please Print Name) /S/ XXXXX XXXXXXXXX (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx (Please Print Name) This Assignment Separate From Certificate was executed in conjunction with the terms of a Executive’s Restricted Stock Purchase Agreement between the above assignor and the above corporation, dated as of July August 26, 20102005. Locus DevelopmentOnline Music Corporation 0000 Xxxxx Xxxx Xxxxx, Inc. 0000 Xxxxxx Xxx XxxxxxxXxxxx 000 Xxxxxxxxxx, XX 00000 Attn: Corporate Secretary Dear Mr. Secretary: As Escrow Agent for both Locus Development, Inc.Online Music Corporation, a Delaware corporation (the “Company”), and Xxxx X. Xxxxxx Xxxxxxxx Xxxxxxxxx (the “Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Founder’s Restricted Stock Purchase Agreement (the “Agreement”), dated as of July August 26, 20102005, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3, the Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 4. Upon written request of the Purchaser after each successive one1-year period from the date of the Agreement, unless the Repurchase Option has been exercised, you will deliver to the Purchaser a certificate or certificates representing so many shares of stock remaining in escrow as are not then subject to the Repurchase Option. On the date that is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Option. 5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to the Purchaser, you shall deliver all of same to the Purchaser and shall be discharged of all further obligations hereunder. 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 8. The Company and the Purchaser hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser hereunder. 9. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 10. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 11. You shall not be entitled liable for the outlawing of any rights under the Statute of Limitations with respect to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection these Joint Escrow Instructions or any documents deposited with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursementsyou.

Residence. The address of my principal residence is set forth on the signature page below. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares to me. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx (Personal Address) FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase Agreement dated as of July , 2010______________, the undersigned hereby sells, assigns and transfers unto _________________________, ( ______________________ (______) shares of Common Stock of Locus DevelopmentClovis Oncology, Inc., a Delaware corporation, standing in the undersigned’s name on the books of said corporation represented by certificate number _______ delivered herewith, and does hereby irrevocably constitute and appoint ______________________ as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation. Dated: July , 2010 (Signature) Xxxx X. Xxxxxx (Print Name) (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx (Print Name) This Assignment Separate From Certificate was executed in conjunction with the terms of a Restricted Stock Purchase Agreement between the above assignor and the above corporation, dated as of July , 2010____________________. Locus DevelopmentClovis Oncology, Inc. 0000 Xxxxxx Xxx Xxxxxxx, XX 00000 Attn: Corporate Secretary Dear Secretary: As Escrow Agent for both Locus DevelopmentClovis Oncology, Inc., a Delaware corporation (the “Company”), and Xxxx Xxxxxxx X. Xxxxxx Xxxxxxx (the “Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the “Agreement”), dated as of July , 2010__________________, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3, the Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 4. Upon written request of the Purchaser after each successive one-year period from the date of the Agreement, unless the Repurchase Option has been exercised, you will deliver to the Purchaser a certificate or certificates representing so many shares of stock remaining in escrow as are not then subject to the Repurchase Option. On the date that is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Option. 54. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to the Purchaser, you shall deliver all of same to the Purchaser and shall be discharged of all further obligations hereunder. 65. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 76. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 87. The Company and the Purchaser hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser hereunder. 98. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 109. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 1110. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursements. 11. Your responsibilities as Escrow Agent hereunder shall terminate if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent.

Residence. The address of my principal residence is set forth on the signature page below. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares to me. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx (Personal Address) FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase Agreement dated as ---------------------------------------- Purchaser's Signature Xxx Xxxxxxxx, MD, FACP Print Name Address of July , 2010, the undersigned hereby sells, assigns and transfers unto , ( ) shares of Common Stock of Locus Development, Inc., a Delaware corporation, standing in the undersigned’s name on the books of said corporation represented by certificate number delivered herewith, and does hereby irrevocably constitute and appoint as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation. DatedPurchaser's Principal Residence: July , 2010 (Signature) Xxxx X. Xxxxxx (Print Name) (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx (Print Name) This Assignment Separate From Certificate was executed in conjunction with the terms of a Restricted Stock Purchase Agreement between the above assignor and the above corporation, dated as of July , 2010. Locus Development------------------------------------- ------------------------------------- EXHIBIT C JOINT ESCROW INSTRUCTIONS Trubion Pharmaceuticals, Inc. 0000 Xxxxxx Xxx 0xx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX Xxxxxxxxxx 00000 Attn: Corporate Secretary Xx. Xxxx xxx Houte Dear SecretaryXx. xxx Xxxxx: As Escrow Agent for both Locus DevelopmentTrubion Pharmaceuticals, Inc., a Delaware Delaware, corporation (the “Company”"COMPANY"), and Xxxx X. Xxxxxx Xxx Xxxxxxxx, MD3 FACP (the “Purchaser”"PURCHASER"), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the “Agreement”"AGREEMENT"), dated as of July January ______, 20102004, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”"COMPANY") exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser irrevocably authorizes the Company to deposit with you any certificates Certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3, the Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 4. Upon written request of the Purchaser after each successive one1-year period from the date of the Agreement, unless the Repurchase Option has been exercised, you will deliver to the Purchaser a certificate or certificates representing so many shares of stock remaining in escrow as are not then subject to the Repurchase Option. On the date that is 95 days after the date the Purchaser’s 's status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Option. 5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to the Purchaser, you shall deliver all of same to the Purchaser and shall be discharged of all further obligations hereunder. 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 8. The Company and the Purchaser hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ ' fees and expenses of investigation and defense incurred or suffered by you and your designees, designees directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser hereunder. 9. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, orders judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 10. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 11. You shall not be entitled liable for the outlawing of any rights under the Statute of Limitations with respect to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection these Joint Escrow Instructions or any documents deposited with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursementsyou.

Residence. The address of my principal residence is set forth on the signature page below. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares to me. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx (Personal Address) FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase Agreement dated as of July , 2010______________, the undersigned hereby sells, assigns and transfers unto _________________________, ( ______________________ (______) shares of Common Stock of Locus DevelopmentClovis Oncology, Inc., a Delaware corporation, standing in the undersigned’s name on the books of said corporation represented by certificate number _______ delivered herewith, and does hereby irrevocably constitute and appoint ______________________ as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation. Dated: July , 2010 (Signature) Xxxx X. Xxxxxx (Print Name) (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx (Print Name) This Assignment Separate From Certificate was executed in conjunction with the terms of a Restricted Stock Purchase Agreement between the above assignor and the above corporation, dated as of July , 2010____________________. Locus DevelopmentClovis Oncology, Inc. 0000 Xxxxxx Xxx Xxxxxxx, XX 00000 Attn: Corporate Secretary Dear Secretary: As Escrow Agent for both Locus DevelopmentClovis Oncology, Inc., a Delaware corporation (the “Company”), and Xxxx Xxxxxx X. Xxxxxx Xxxxx (the “Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the “Agreement”), dated as of July , 2010__________________, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3, the Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 4. Upon written request of the Purchaser after each successive one-year period from the date of the Agreement, unless the Repurchase Option has been exercised, you will deliver to the Purchaser a certificate or certificates representing so many shares of stock remaining in escrow as are not then subject to the Repurchase Option. On the date that is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Option. 54. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to the Purchaser, you shall deliver all of same to the Purchaser and shall be discharged of all further obligations hereunder. 65. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 76. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 87. The Company and the Purchaser hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser hereunder. 98. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 109. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 1110. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursements. 11. Your responsibilities as Escrow Agent hereunder shall terminate if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent.

Residence. The address of my principal residence is set forth on record with the signature page belowCompany. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares Shares to me. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, THE FILING OF SUCH ELECTION IS YOUR RESPONSIBILITY. YOU MUST FILE THIS FORM WITHIN 30 DAYS OF THE DATE OF AWARD OF THE SHARES. YOU (Personal Addressand not the Company or any of its agents) FOR VALUE RECEIVED shall be solely responsible for filing such form WITH THE IRS, even if YOU request the company or its agents to make this filing on YOUR behalf and even if the company or its agents have previously made this filing on YOUR Behalf. The election should be filed by mailing a signed election form by certified mail, return receipt requested to the IRS Service Center where you file your tax returns. See <xxx.xxx.xxx> The undersigned taxpayer hereby elects, pursuant to that certain Restricted Stock Purchase Agreement dated Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in his or her gross income the amount of July any compensation taxable to him or her in connection with his or her receipt of the property described below: 1. The name, 2010, address and taxpayer identification number of the undersigned hereby sells, assigns and transfers unto , ( ) are as follows: NAME OF TAXPAYER: Xxxxxx X. Xxxxx TAXPAYER’S ADDRESS: TAXPAYER ID #: 2. The property with respect to which the election is made is described as follows: 77,063 shares of Common Stock common stock of Locus Development, Inc., a Delaware corporation, standing in the undersigned’s name on the books of said corporation represented by certificate number delivered herewith, and does hereby irrevocably constitute and appoint as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation. Dated: July , 2010 (Signature) Xxxx X. Xxxxxx (Print Name) (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx (Print Name) This Assignment Separate From Certificate was executed in conjunction with the terms of a Restricted Stock Purchase Agreement between the above assignor and the above corporation, dated as of July , 2010. Locus Development, Inc. 0000 Xxxxxx Xxx Xxxxxxx, XX 00000 Attn: Corporate Secretary Dear Secretary: As Escrow Agent for both Locus Development, Inc., a Delaware corporation NexCore Healthcare Capital Corp (the “Company”), ) and Xxxx X. Xxxxxx 77,063 Class B Units of NexCore Real Estate LLC (the “PurchaserShares”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the “Agreement”), dated as of July , 2010, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser irrevocably authorizes date on which the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3property was transferred is: December 16, the Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you2013. 4. Upon written request of The taxable year for which the Purchaser after each successive one-year period from the date of the Agreement, unless the Repurchase Option has been exercised, you will deliver to the Purchaser a certificate or certificates representing so many shares of stock remaining in escrow as are not then subject to the Repurchase Option. On the date that election is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Optionmade is: 2013. 5. If The property is subject to a two-year vesting schedule. In addition, the Shares are subject to forfeiture upon the occurrence of certain events. This right lapses with regard to all of the Shares upon the occurrence of certain events. 6. The fair market value at the time of termination transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of this escrow you should have in your possession any documents, securities, or other such property belonging to the Purchaser, you shall deliver all of same to the Purchaser and shall be discharged of all further obligations hereunder. 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties heretois: $ 34,678. 7. You shall be obligated only The amount, if any, paid for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faithproperty: $0. 8. The Company and the Purchaser hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser hereunder. 9. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 10. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 11. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursements.

Residence. The address of my principal residence is set forth on the signature page below. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares to me. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx (Personal Address) XXXXXXXX XXXXXXXXX FOR VALUE RECEIVED and pursuant to that certain Founder’s Restricted Stock Purchase Agreement dated as of July March 21, 20102004, the undersigned hereby sells, assigns and transfers unto , ( ) shares of Common Stock of Locus DevelopmentDigital Musicworks International, Inc., a Delaware California corporation, standing in the undersigned’s name on the books of said corporation represented by certificate number delivered herewith, and does hereby irrevocably constitute and appoint as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation. Dated: July , 2010 /s/ XXXXXXXX XXXXXXXXX (Signature) Xxxx X. Xxxxxx (Please Print Name) /s/ XXXXX XXXXXXXXX (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx (Please Print Name) This Assignment Separate From Certificate was executed in conjunction with the terms of a Founder’s Restricted Stock Purchase Agreement between the above assignor and the above corporation, dated as of July March 21, 20102004. Locus DevelopmentDigital Musicworks International, Inc. 0000 Xxxxxx Xxx Xxxxxxx00000 X. Xxxxxxxx Boulevard, XX 00000 Suite 100-A Elk Grove, California 95624 Attn: Xxxxx Xxxxxxxxx, Corporate Secretary Dear SecretaryXx. Xxxxxxxxx: As Escrow Agent for both Locus DevelopmentDigital Musicworks International, Inc., a Delaware California corporation (the “Company”), and Xxxx X. Xxxxxx Xxxxxxxx Xxxxxxxxx (the “Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Founder’s Restricted Stock Purchase Agreement (the “Agreement”), dated as of July March 21, 20102004, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3, the Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 4. Upon written request of the Purchaser after each successive one1-year period from the date of the Agreement, unless the Repurchase Option has been exercised, you will deliver to the Purchaser a certificate or certificates representing so many shares of stock remaining in escrow as are not then subject to the Repurchase Option. On the date that is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Option. 5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to the Purchaser, you shall deliver all of same to the Purchaser and shall be discharged of all further obligations hereunder. 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 8. The Company and the Purchaser hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser hereunder. 9. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 10. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 11. You shall not be entitled liable for the outlawing of any rights under the Statute of Limitations with respect to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection these Joint Escrow Instructions or any documents deposited with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursementsyou.

Residence. The address of my principal residence is set forth on record with the signature page belowCompany. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares to me. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx (Personal Address) FOR VALUE RECEIVED and pursuant to that certain Restricted Common Stock Purchase Award Agreement dated as of July December 19, 20102012, the undersigned hereby sells, assigns and transfers unto ___________________________________, ( ) ___________ shares of Common Stock common stock of Locus Development, Inc.NexCore Healthcare Capital Corp, a Delaware corporation, standing in the undersignedVoting Trust’s name on the books of said corporation on behalf of the undersigned and represented by certificate number Voting Trust Certificates delivered herewith, and does hereby irrevocably constitute and appoint ______________________ as attorney-in-fact, with full power of substitution, to transfer said stock shares on the books of said corporation, which transfer power is coupled with an interest in such shares. Dated: July , 2010 ____________ (Signature) Xxxx X. Xxxxxx (Print Name) (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx (Print Name) This Transfer Power and Assignment Separate From Certificate was executed in conjunction with the terms of a Restricted Common Stock Purchase Award Agreement between the above assignor and the above corporation, dated as of July December 19, 20102012. Locus Development, Inc. 0000 Xxxxxx Xxx Xxxxxxx, XX 00000 NexCore Healthcare Capital Corp Attn: Corporate Company Secretary Dear SecretaryLadies and Gentlemen: As Escrow Agent for both Locus Development, Inc.NexCore Healthcare Capital Corp, a Delaware corporation (the “Company”), and Xxxx Xxxxx X. Xxxxxx Xxxxxxxx (the “PurchaserGrantee”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Common Stock Purchase Award Agreement (the “Agreement”), dated as of July December 19, 20102012, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser Grantee irrevocably authorizes the Company to deposit with you any certificates (or Voting Trust Certificates) evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser Grantee does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3hereof, the Purchaser Grantee shall exercise all rights and privileges of a stockholder shareholder of the Company while the stock is shares are held by you. 42. Upon written request of the Purchaser Grantee after each successive one-year period from the date of the Agreement, unless the Repurchase Option has Shares have been exercisedforfeited, you will deliver to the Purchaser Grantee a certificate or certificates representing so many shares of stock remaining held in escrow as that are not then no longer being subject to the Repurchase Option. On the date that is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Optionvesting. 53. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to the PurchaserGrantee, you shall deliver all of same to the Purchaser Grantee and shall be discharged of all further obligations hereunder. 64. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 75. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser Grantee while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 86. The Company and the Purchaser Grantee hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser Grantee hereunder. 97. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 108. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 119. You shall be entitled to employ such legal counsel and other experts as you may deem necessary to properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursements. 10. Your responsibilities as Escrow Agent hereunder shall terminate if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent. 11. You are expressly authorized to delegate your duties as Escrow Agent hereunder to the law firm of Xxxxx Xxxx LLP, or any other law firm, which delegation, if any, may change from time to time and shall survive your resignation as Escrow Agent.

Residence. The address of my principal residence is set forth on the signature page below. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares to me. /s/ Anand Xxxx X. Xxxxxx Xxxxxxxxx Xxxxx Xxxx X. Xxxxxx (Personal Address) 0000 Xxxxxxxxx Xxxx, Apt J-12 Fremont CA 94538 FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase Agreement dated as of July October 30, 20102008, the undersigned hereby sells, assigns and transfers unto , ( ) shares of Common Stock of Locus DevelopmentZ Research, Inc., a Delaware corporation, standing in the undersigned’s name on the books of said corporation represented by certificate number delivered herewith, and does hereby irrevocably constitute and appoint as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation. Dated: July , 2010 (Signature) Xxxx X. Xxxxxx (Print Name) (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx (Print Name) This Assignment Separate From Certificate was executed in conjunction with the terms of a Restricted Stock Purchase Agreement between the above assignor and the above corporation, dated as of July , 2010. Locus DevelopmentZ Research, Inc. 0000 Xxxxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, XX 00000 Attn.: Corporate Secretary Dear SecretarySir or Madam: As Escrow Agent for both Locus DevelopmentZ Research, Inc., a Delaware corporation (the “Company”), and Xxxx X. Xxxxxx Anand Babu (the “Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the “Agreement”), dated as of July October 30, 20102008, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3, the Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 4. Upon written request of the Purchaser after each successive one-year period from the date of the Agreement, unless the Repurchase Option has been exercised, you will deliver to the Purchaser a certificate or certificates representing so many shares of stock remaining in escrow as are not then subject to the Repurchase Option. On the date that is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Option. 5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to the Purchaser, you shall deliver all of same to the Purchaser and shall be discharged of all further obligations hereunder. 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 8. The Company and the Purchaser hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser hereunder. 9. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 10. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 11. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursements.

Residence. The address of my principal residence is set forth on record with the signature page belowCompany. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares to me. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx (Personal Address) FOR VALUE RECEIVED and pursuant to that certain Restricted Common Stock Purchase Award Agreement dated as of July December 19, 20102012, the undersigned hereby sells, assigns and transfers unto ___________________________________, ( ) ___________ shares of Common Stock common stock of Locus Development, Inc.NexCore Healthcare Capital Corp, a Delaware corporation, standing in the undersignedVoting Trust’s name on the books of said corporation on behalf of the undersigned and represented by certificate number Voting Trust Certificates delivered herewith, and does hereby irrevocably constitute and appoint ______________________ as attorney-in-fact, with full power of substitution, to transfer said stock shares on the books of said corporation, which transfer power is coupled with an interest in such shares. Dated: July , 2010 ____________ (Signature) Xxxx X. Xxxxxx (Print Name) (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx (Print Name) This Transfer Power and Assignment Separate From Certificate was executed in conjunction with the terms of a Restricted Common Stock Purchase Award Agreement between the above assignor and the above corporation, dated as of July December 19, 20102012. Locus Development, Inc. 0000 Xxxxxx Xxx Xxxxxxx, XX 00000 NexCore Healthcare Capital Corp Attn: Corporate Company Secretary Dear SecretaryLadies and Gentlemen: As Escrow Agent for both Locus Development, Inc.NexCore Healthcare Capital Corp, a Delaware corporation (the “Company”), and Xxxx Xxxxxx X. Xxxxxx Xxxxx (the “PurchaserGrantee”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Common Stock Purchase Award Agreement (the “Agreement”), dated as of July December 19, 20102012, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser Grantee irrevocably authorizes the Company to deposit with you any certificates (or Voting Trust Certificates) evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser Grantee does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3hereof, the Purchaser Grantee shall exercise all rights and privileges of a stockholder shareholder of the Company while the stock is shares are held by you. 42. Upon written request of the Purchaser Grantee after each successive one-year period from the date of the Agreement, unless the Repurchase Option has Shares have been exercisedforfeited, you will deliver to the Purchaser Grantee a certificate or certificates representing so many shares of stock remaining held in escrow as that are not then no longer being subject to the Repurchase Option. On the date that is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Optionvesting. 53. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to the PurchaserGrantee, you shall deliver all of same to the Purchaser Grantee and shall be discharged of all further obligations hereunder. 64. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 75. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser Grantee while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 86. The Company and the Purchaser Grantee hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser Grantee hereunder. 97. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 108. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 119. You shall be entitled to employ such legal counsel and other experts as you may deem necessary to properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursements. 10. Your responsibilities as Escrow Agent hereunder shall terminate if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent. 11. You are expressly authorized to delegate your duties as Escrow Agent hereunder to the law firm of Xxxxx Xxxx LLP, or any other law firm, which delegation, if any, may change from time to time and shall survive your resignation as Escrow Agent.

Residence. The address of my principal residence is set forth on the signature page below. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares to me. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx (Personal Address) /S/ XXXXX XXXXXXXXX FOR VALUE RECEIVED and pursuant to that certain Executive’s Restricted Stock Purchase Agreement dated as of July August 26, 20102005, the undersigned hereby sells, assigns and transfers unto , ( ) shares of Common Stock of Locus Development, Inc.Online Music Corporation, a Delaware corporation, standing in the undersigned’s name on the books of said corporation represented by certificate number delivered herewith, and does hereby irrevocably constitute and appoint as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation. Dated: July , 2010 /S/ XXXXX XXXXXXXXX (Signature) Xxxx X. Xxxxxx (Please Print Name) /S/ XXXX XXXXXXXXX (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx Xxxx Xxxxxxxxx (Please Print Name) This Assignment Separate From Certificate was executed in conjunction with the terms of a Executive’s Restricted Stock Purchase Agreement between the above assignor and the above corporation, dated as of July August 26, 20102005. Locus DevelopmentOnline Music Corporation 0000 Xxxxx Xxxx Xxxxx, Inc. 0000 Xxxxxx Xxx XxxxxxxXxxxx 000 Xxxxxxxxxx, XX 00000 Attn: Corporate Secretary Dear Mr. Secretary: As Escrow Agent for both Locus Development, Inc.Online Music Corporation, a Delaware corporation (the “Company”), and Xxxx X. Xxxxxx Xxxxx Xxxxxxxxx (the “Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Founder’s Restricted Stock Purchase Agreement (the “Agreement”), dated as of July August 26, 20102005, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3, the Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 4. Upon written request of the Purchaser after each successive one1-year period from the date of the Agreement, unless the Repurchase Option has been exercised, you will deliver to the Purchaser a certificate or certificates representing so many shares of stock remaining in escrow as are not then subject to the Repurchase Option. On the date that is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Option. 5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to the Purchaser, you shall deliver all of same to the Purchaser and shall be discharged of all further obligations hereunder. 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 8. The Company and the Purchaser hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser hereunder. 9. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 10. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 11. You shall not be entitled liable for the outlawing of any rights under the Statute of Limitations with respect to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection these Joint Escrow Instructions or any documents deposited with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursementsyou.

Residence. The address of my principal residence is set forth on record with the signature page belowCompany. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares Shares to me. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, THE FILING OF SUCH ELECTION IS YOUR RESPONSIBILITY. YOU MUST FILE THIS FORM WITHIN 30 DAYS OF THE DATE OF AWARD OF THE SHARES. YOU (Personal Addressand not the Company or any of its agents) FOR VALUE RECEIVED shall be solely responsible for filing such form WITH THE IRS, even if YOU request the company or its agents to make this filing on YOUR behalf and even if the company or its agents have previously made this filing on YOUR Behalf. The election should be filed by mailing a signed election form by certified mail, return receipt requested to the IRS Service Center where you file your tax returns. See <xxx.xxx.xxx> The undersigned taxpayer hereby elects, pursuant to that certain Restricted Stock Purchase Agreement dated Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in his or her gross income the amount of July any compensation taxable to him or her in connection with his or her receipt of the property described below: 1. The name, 2010, address and taxpayer identification number of the undersigned hereby sells, assigns and transfers unto , ( ) are as follows: NAME OF TAXPAYER: Xxxxx X. Xxxxxxxx TAXPAYER’S ADDRESS: TAXPAYER ID #: 2. The property with respect to which the election is made is described as follows: 143,850 shares of Common Stock common stock of Locus Development, Inc., a Delaware corporation, standing in the undersigned’s name on the books of said corporation represented by certificate number delivered herewith, and does hereby irrevocably constitute and appoint as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation. Dated: July , 2010 (Signature) Xxxx X. Xxxxxx (Print Name) (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx (Print Name) This Assignment Separate From Certificate was executed in conjunction with the terms of a Restricted Stock Purchase Agreement between the above assignor and the above corporation, dated as of July , 2010. Locus Development, Inc. 0000 Xxxxxx Xxx Xxxxxxx, XX 00000 Attn: Corporate Secretary Dear Secretary: As Escrow Agent for both Locus Development, Inc., a Delaware corporation NexCore Healthcare Capital Corp (the “Company”), ) and Xxxx X. Xxxxxx 143,850 Class B Units of NexCore Real Estate LLC (the “PurchaserShares”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the “Agreement”), dated as of July , 2010, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser irrevocably authorizes date on which the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3property was transferred is: December 16, the Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you2013. 4. Upon written request of The taxable year for which the Purchaser after each successive one-year period from the date of the Agreement, unless the Repurchase Option has been exercised, you will deliver to the Purchaser a certificate or certificates representing so many shares of stock remaining in escrow as are not then subject to the Repurchase Option. On the date that election is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Optionmade is: 2013. 5. If The property is subject to a two-year vesting schedule. In addition, the Shares are subject to forfeiture upon the occurrence of certain events. This right lapses with regard to all of the Shares upon the occurrence of certain events. The fair market value at the time of termination transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of this escrow you should have in your possession any documents, securities, or other such property belonging to the Purchaser, you shall deliver all of same to the Purchaser and shall be discharged of all further obligations hereunderis: $ 64,732.50. 6. Your duties hereunder may be alteredThe amount, amendedif any, modified or revoked only by a writing signed by all of the parties heretopaid for such property: $0. 7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 8. The Company and the Purchaser hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser hereunder. 9. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 10. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 11. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursements.

Residence. The address of my principal residence is set forth on record with the signature page belowCompany. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares to me. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx (Personal Address) FOR VALUE RECEIVED and pursuant to that certain Restricted Common Stock Purchase Award Agreement dated as of July December 19, 20102012, the undersigned hereby sells, assigns and transfers unto ___________________________________, ( ) ___________ shares of Common Stock common stock of Locus Development, Inc.NexCore Healthcare Capital Corp, a Delaware corporation, standing in the undersignedVoting Trust’s name on the books of said corporation on behalf of the undersigned and represented by certificate number Voting Trust Certificates delivered herewith, and does hereby irrevocably constitute and appoint ______________________ as attorney-in-fact, with full power of substitution, to transfer said stock shares on the books of said corporation, which transfer power is coupled with an interest in such shares. Dated: July , 2010 ____________ (Signature) Xxxx X. Xxxxxx (Print Name) (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx (Print Name) This Transfer Power and Assignment Separate From Certificate was executed in conjunction with the terms of a Restricted Common Stock Purchase Award Agreement between the above assignor and the above corporation, dated as of July December 19, 20102012. Locus Development, Inc. 0000 Xxxxxx Xxx Xxxxxxx, XX 00000 NexCore Healthcare Capital Corp Attn: Corporate Company Secretary Dear SecretaryLadies and Gentlemen: As Escrow Agent for both Locus Development, Inc.NexCore Healthcare Capital Corp, a Delaware corporation (the “Company”), and Xxxxxxx X. Xxxx X. Xxxxxx (the “PurchaserGrantee”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Common Stock Purchase Award Agreement (the “Agreement”), dated as of July December 19, 20102012, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser Grantee irrevocably authorizes the Company to deposit with you any certificates (or Voting Trust Certificates) evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser Grantee does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3hereof, the Purchaser Grantee shall exercise all rights and privileges of a stockholder shareholder of the Company while the stock is shares are held by you. 42. Upon written request of the Purchaser Grantee after each successive one-year period from the date of the Agreement, unless the Repurchase Option has Shares have been exercisedforfeited, you will deliver to the Purchaser Grantee a certificate or certificates representing so many shares of stock remaining held in escrow as that are not then no longer being subject to the Repurchase Option. On the date that is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Optionvesting. 53. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to the PurchaserGrantee, you shall deliver all of same to the Purchaser Grantee and shall be discharged of all further obligations hereunder. 64. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 75. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser Grantee while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 86. The Company and the Purchaser Grantee hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser Grantee hereunder. 97. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 108. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 119. You shall be entitled to employ such legal counsel and other experts as you may deem necessary to properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursements. 10. Your responsibilities as Escrow Agent hereunder shall terminate if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent. 11. You are expressly authorized to delegate your duties as Escrow Agent hereunder to the law firm of Xxxxx Xxxx LLP, or any other law firm, which delegation, if any, may change from time to time and shall survive your resignation as Escrow Agent.

Residence. The address of my principal residence is set forth on record with the signature page belowCompany. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares to me. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx (Personal Address) FOR VALUE RECEIVED and pursuant to that certain Restricted Common Stock Purchase Award Agreement dated as of July December 19, 20102012, the undersigned hereby sells, assigns and transfers unto ___________________________________, ( ) ___________ shares of Common Stock common stock of Locus Development, Inc.NexCore Healthcare Capital Corp, a Delaware corporation, standing in the undersignedVoting Trust’s name on the books of said corporation on behalf of the undersigned and represented by certificate number Voting Trust Certificates delivered herewith, and does hereby irrevocably constitute and appoint ______________________ as attorney-in-fact, with full power of substitution, to transfer said stock shares on the books of said corporation, which transfer power is coupled with an interest in such shares. Dated: July , 2010 ____________ (Signature) Xxxx X. Xxxxxx (Print Name) (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx (Print Name) This Transfer Power and Assignment Separate From Certificate was executed in conjunction with the terms of a Restricted Common Stock Purchase Award Agreement between the above assignor and the above corporation, dated as of July December 19, 20102012. Locus Development, Inc. 0000 Xxxxxx Xxx Xxxxxxx, XX 00000 NexCore Healthcare Capital Corp Attn: Corporate Company Secretary Dear SecretaryLadies and Gentlemen: As Escrow Agent for both Locus Development, Inc.NexCore Healthcare Capital Corp, a Delaware corporation (the “Company”), and Xxxx Xxxxxx X. Xxxxxx Xxxxxxx (the “PurchaserGrantee”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Common Stock Purchase Award Agreement (the “Agreement”), dated as of July December 19, 20102012, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser Grantee irrevocably authorizes the Company to deposit with you any certificates (or Voting Trust Certificates) evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser Grantee does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3hereof, the Purchaser Grantee shall exercise all rights and privileges of a stockholder shareholder of the Company while the stock is shares are held by you. 42. Upon written request of the Purchaser Grantee after each successive one-year period from the date of the Agreement, unless the Repurchase Option has Shares have been exercisedforfeited, you will deliver to the Purchaser Grantee a certificate or certificates representing so many shares of stock remaining held in escrow as that are not then no longer being subject to the Repurchase Option. On the date that is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Optionvesting. 53. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to the PurchaserGrantee, you shall deliver all of same to the Purchaser Grantee and shall be discharged of all further obligations hereunder. 64. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 75. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser Grantee while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 86. The Company and the Purchaser Grantee hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser Grantee hereunder. 97. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 108. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 119. You shall be entitled to employ such legal counsel and other experts as you may deem necessary to properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursements. 10. Your responsibilities as Escrow Agent hereunder shall terminate if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent. 11. You are expressly authorized to delegate your duties as Escrow Agent hereunder to the law firm of Xxxxx Xxxx LLP, or any other law firm, which delegation, if any, may change from time to time and shall survive your resignation as Escrow Agent.

Residence. The address of my principal residence is set forth on the signature page below. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares to me. /s/ Anand Xxxx X. Xxxxxx Xxxxxxxxx Xxxxx Xxxx X. Xxxxxx (Personal Address) Address of Purchaser’s principal residence: 0000 Xxxxxxxxx Xxxx, Apt J-12 Fremont CA 94538 EXHIBIT B STOCK POWER AND ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase Agreement dated as of July October 30, 20102008, the undersigned hereby sells, assigns and transfers unto , ( ) shares of Common Stock of Locus DevelopmentZ Research, Inc., a Delaware corporation, standing in the undersigned’s name on the books of said corporation represented by certificate number delivered herewith, and does hereby irrevocably constitute and appoint as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation. Dated: July , 2010 (Signature) Xxxx X. Xxxxxx (Print Name) (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx (Print Name) This Assignment Separate From Certificate was executed in conjunction with the terms of a Restricted Stock Purchase Agreement between the above assignor and the above corporation, dated as of July . Instruction: Please do not fill in any blanks other than the signature and name lines. EXHIBIT C JOINT ESCROW INSTRUCTIONS October 30, 2010. Locus Development2008 Z Research, Inc. 0000 Xxxxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, XX 00000 Attn: Corporate Secretary Dear Secretary: As Escrow Agent for both Locus Development, Inc., a Delaware corporation (the “Company”), and Xxxx X. Xxxxxx (the “Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the “Agreement”), dated as of July , 2010, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3, the Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 4. Upon written request of the Purchaser after each successive one-year period from the date of the Agreement, unless the Repurchase Option has been exercised, you will deliver to the Purchaser a certificate or certificates representing so many shares of stock remaining in escrow as are not then subject to the Repurchase Option. On the date that is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Option. 5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to the Purchaser, you shall deliver all of same to the Purchaser and shall be discharged of all further obligations hereunder. 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 8. The Company and the Purchaser hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser hereunder. 9. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 10. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 11. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursements.00000

Residence. The address office or offices of my principal residence the PFG in which its investment decision was made is set forth on the signature page belowlocated in San Francisco, California. By signing belowThis Intellectual Property Security Agreement is entered into as of , I acknowledge my agreement with 2013, by and between PARTNERS FOR GROWTH IV, L.P. (“PFG”) and each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares to me. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx (Personal Address) FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase Agreement dated as of July , 2010, the undersigned hereby sells, assigns and transfers unto , ( ) shares of Common Stock of Locus Development, Inc.Mattersight Corporation, a Delaware corporation, standing in the undersigned’s name on the books of said corporation represented by certificate number delivered herewithits Subsidiary, and does hereby irrevocably constitute and appoint as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation. Dated: July , 2010 (Signature) Xxxx X. Xxxxxx (Print Name) (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx (Print Name) This Assignment Separate From Certificate was executed in conjunction with the terms of a Restricted Stock Purchase Agreement between the above assignor and the above corporation, dated as of July , 2010. Locus Development, Inc. 0000 Xxxxxx Xxx Xxxxxxx, XX 00000 Attn: Corporate Secretary Dear Secretary: As Escrow Agent for both Locus Development, Inc.Mattersight Europe Holding Corporation, a Delaware corporation and its Subsidiary Mattersight International Holding, Inc., an Illinois corporation, each with a principal place of business as at the date hereof at 000 X Xxxxxx Xxxxx, Suite 820, Chicago, IL 60606 (the individually and collectively, jointly and severally, “CompanyGrantor”), with reference to the following facts: A. PFG and Xxxx X. Xxxxxx Grantor, as Borrowers, are parties to that certain Loan and Security Agreement dated as of August 19, 2013 (as amended from time to time, the “Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the “Loan Agreement”). (Capitalized terms used herein have the meaning assigned in the Loan Agreement.) B. Pursuant to the Loan Agreement, dated Grantor has granted to PFG a security interest in all of the Collateral. The Collateral includes without limitation all Intellectual Property (including without limitation the Intellectual Property described herein). Grantor agrees as of July , 2010, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructionsfollows: 1. In the event that the Company and/or any assignee To secure performance of the Company (referred to collectively for convenience herein as the all of its “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares Obligations” as defined in the Loan Agreement. The Purchaser does hereby irrevocably constitute , Grantor grants to PFG a security interest in all of Grantor’s right, title and appoint you as his interest in Grantor’s “Intellectual Property”, including without limitation (i) the trademarks and servicemarks listed or her attorneyrequired to be listed from time to time on Schedule A hereto, whether registered or not, and all applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks, and (ii) the patents and patent applications listed or required to be listed from time to time on Schedule B hereto and all like protections including, without limitation, all improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-fact part of the same, (iii) all copyrights, maskworks, software, computer programs and agent other works of authorship listed or required to be listed from time to time on Schedule C hereto, and all extensions and renewals thereof, (iv) all domain names and domain name rights used in connection with its business and that of its Subsidiaries, all legal and equitable rights in domain names and ownership thereof, domain registry, domain servers, web hosting and related contracts, services and facilities (collectively, “Domain Rights”) listed or required to be listed from time to time on Schedule D hereto, and all extensions and renewals thereof, and (iv) all rights to recover for past or future infringement of any of the term of this escrow to execute with respect to such securities foregoing, and (v) all documents necessary or appropriate to make such securities negotiable right, title and interest in and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3, the Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 4. Upon written request of the Purchaser after each successive one-year period from the date of the Agreement, unless the Repurchase Option has been exercised, you will deliver to the Purchaser a certificate or certificates representing so many shares of stock remaining in escrow as are not then subject to the Repurchase Option. On the date that is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Option. 5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to the Purchaser, you shall deliver all of same to the Purchaser and shall be discharged of all further obligations hereunder. 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 8. The Company and the Purchaser hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs present and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser hereunder. 9. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply future license agreements with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable respect to any of the parties hereto or to any other personforegoing, firm or corporation by reason of such complianceand (vi) all present and future accounts, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 10. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 11. You shall be entitled to employ such legal counsel accounts receivable and other experts as you may deem necessary properly rights to advise you payment arising from, in connection with your obligations hereunder, may rely upon or relating to any of the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursementsforegoing.

Residence. The address of my principal residence is set forth on the signature page below. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my a intent for the Company to rely on such statements in issuing the shares to me. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx (Personal Address) FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase Agreement dated as of July ______, 20102007, the undersigned hereby sells, assigns and transfers unto , ( ___________________ ) shares of Common Stock of Locus DevelopmentNewCardio, Inc., a Delaware corporation, standing in the undersigned’s 's name on the books of said corporation represented by certificate number ____ delivered herewith, and does hereby irrevocably constitute and appoint ________________ as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation. Dated: July , 2010 (Signature) Xxxx /s/ Xxxxxxx Londoner signature Xxxxxxx X. Xxxxxx Londoner (Print Name) (Spouse’s 's Signature, if any) Xxxxxxxx X. Xxxxx (Print Name) This Assignment Separate From Certificate was executed in conjunction with the terms of a Restricted Stock Purchase Agreement between the above assignor and the above corporation, dated as of July _________, 20102007. Locus DevelopmentNewCardio, Inc. 0000 Xxxxxx Xxx Xxxxxxx, XX 00000 Attn: Corporate Secretary Dear Secretary: As Escrow Agent for both Locus Development, NewCardio. Inc., a Delaware corporation (the “"Company”"), and Xxxx X. Xxxxxx Xxxxxxx Londoner (the “"Purchaser”"), you are arc hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the “"Stock Agreement”"), dated as of July June 4, 20102007, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “"Company”") exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Provided no written objection to such notice is delivered to you and the Company 1w the Purchaser prior to the closing of such repurchase, Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. In the event of any such written objection, however, you shall not close any such transaction unless and until you have received joint written authorization from Purchaser and the Company or pursuant to an order from a court of competent jurisdiction. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase OptionOption and (d) to deliver said purchase price (by check or such other form of consideration mutually agreed to by the parties) to Purchaser. 3. The Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Stock Agreement. The Purchaser does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3, the Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 4. Upon Within ten (10) business days upon written request of Purchaser at any time after the Purchaser after each successive one-year period from the date expiration of the Agreement, unless the Repurchase Option has been exercisedwith respect to the shares of stock so released from the Repurchase Option, you will deliver to the Purchaser a certificate or certificates representing so many shares of stock remaining in escrow as are not then subject to the Repurchase Option. On the date that is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Option. 5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to the Purchaser, you shall deliver all of same to the Purchaser and shall be discharged of all further obligations hereunder. 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 8. The Company and the Purchaser hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ ' fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Stock Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser hereunder. 9. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only those given in accordance with the provisions of these Joint Escrow Instructions or orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 10. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Stock Agreement or any documents or papers deposited or called for hereunder. 11. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursements.

Residence. The address of my principal residence is set forth on record with the signature page belowCompany. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares Shares to me. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, THE FILING OF SUCH ELECTION IS YOUR RESPONSIBILITY. YOU MUST FILE THIS FORM WITHIN 30 DAYS OF THE DATE OF AWARD OF THE SHARES. YOU (Personal Addressand not the Company or any of its agents) FOR VALUE RECEIVED shall be solely responsible for filing such form WITH THE IRS, even if YOU request the company or its agents to make this filing on YOUR behalf and even if the company or its agents have previously made this filing on YOUR Behalf. The election should be filed by mailing a signed election form by certified mail, return receipt requested to the IRS Service Center where you file your tax returns. See <xxx.xxx.xxx> The undersigned taxpayer hereby elects, pursuant to that certain Restricted Stock Purchase Agreement dated Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in his or her gross income the amount of July any compensation taxable to him or her in connection with his or her receipt of the property described below: 1. The name, 2010, address and taxpayer identification number of the undersigned hereby sells, assigns and transfers unto , ( ) are as follows: NAME OF TAXPAYER: Xxxxxx X. Xxxxxxx TAXPAYER’S ADDRESS: TAXPAYER ID #: 2. The property with respect to which the election is made is described as follows: 109,375 shares of Common Stock common stock of Locus Development, Inc., a Delaware corporation, standing in the undersigned’s name on the books of said corporation represented by certificate number delivered herewith, and does hereby irrevocably constitute and appoint as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation. Dated: July , 2010 (Signature) Xxxx X. Xxxxxx (Print Name) (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx (Print Name) This Assignment Separate From Certificate was executed in conjunction with the terms of a Restricted Stock Purchase Agreement between the above assignor and the above corporation, dated as of July , 2010. Locus Development, Inc. 0000 Xxxxxx Xxx Xxxxxxx, XX 00000 Attn: Corporate Secretary Dear Secretary: As Escrow Agent for both Locus Development, Inc., a Delaware corporation NexCore Healthcare Capital Corp (the “Company”), ) and Xxxx X. Xxxxxx 109,375 Class B Units of NexCore Real Estate LLC (the “PurchaserShares”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the “Agreement”), dated as of July , 2010, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser irrevocably authorizes date on which the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3property was transferred is: December 16, the Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you2013. 4. Upon written request of The taxable year for which the Purchaser after each successive one-year period from the date of the Agreement, unless the Repurchase Option has been exercised, you will deliver to the Purchaser a certificate or certificates representing so many shares of stock remaining in escrow as are not then subject to the Repurchase Option. On the date that election is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Optionmade is: 2013. 5. If The property is subject to a two-year vesting schedule. In addition, the Shares are subject to forfeiture upon the occurrence of certain events. This right lapses with regard to all of the Shares upon the occurrence of certain events. 6. The fair market value at the time of termination transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of this escrow you should have in your possession any documents, securities, or other such property belonging to the Purchaser, you shall deliver all of same to the Purchaser and shall be discharged of all further obligations hereunder. 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties heretois: $ 49,218.75. 7. You shall be obligated only The amount, if any, paid for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faithproperty: $0. 8. The Company and the Purchaser hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser hereunder. 9. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 10. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 11. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursements.

Residence. The address of my principal residence is set forth on the signature page below. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares to me. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx (Personal Address) XXXXX XXXXXXXXX FOR VALUE RECEIVED and pursuant to that certain Founder’s Restricted Stock Purchase Agreement dated as of July March 21, 20102004, the undersigned hereby sells, assigns and transfers unto , ( ) shares of Common Stock of Locus DevelopmentDigital Musicworks International, Inc., a Delaware California corporation, standing in the undersigned’s name on the books of said corporation represented by certificate number delivered herewith, and does hereby irrevocably constitute and appoint as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation. Dated: July , 2010 /s/ XXXXX XXXXXXXXX (Signature) Xxxx X. Xxxxxx (Please Print Name) /s/ XXXX XXXXXX XXXXXXXXX (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx (Please Print Name) This Assignment Separate From Certificate was executed in conjunction with the terms of a Founder’s Restricted Stock Purchase Agreement between the above assignor and the above corporation, dated as of July March 21, 20102004. Locus DevelopmentDigital Musicworks International, Inc. 0000 Xxxxxx Xxx Xxxxxxx00000 X. Xxxxxxxx Boulevard, XX 00000 Suite 100-A Elk Grove, California 95624 Attn: Xxxxx Xxxxxxxxx, Corporate Secretary Dear SecretaryXx. Xxxxxxxxx: As Escrow Agent for both Locus DevelopmentDigital Musicworks International, Inc., a Delaware California corporation (the “Company”), and Xxxx X. Xxxxxx Xxxxx Xxxxxxxxx (the “Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Founder’s Restricted Stock Purchase Agreement (the “Agreement”), dated as of July March 21, 20102004, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3, the Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 4. Upon written request of the Purchaser after each successive one1-year period from the date of the Agreement, unless the Repurchase Option has been exercised, you will deliver to the Purchaser a certificate or certificates representing so many shares of stock remaining in escrow as are not then subject to the Repurchase Option. On the date that is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Option. 5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to the Purchaser, you shall deliver all of same to the Purchaser and shall be discharged of all further obligations hereunder. 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 8. The Company and the Purchaser hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser hereunder. 9. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 10. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 11. You shall not be entitled liable for the outlawing of any rights under the Statute of Limitations with respect to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection these Joint Escrow Instructions or any documents deposited with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursementsyou.

Residence. The address of my principal residence is set forth on record with the signature page belowCompany. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the shares Shares to me. /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, THE FILING OF SUCH ELECTION IS YOUR RESPONSIBILITY. YOU MUST FILE THIS FORM WITHIN 30 DAYS OF THE DATE OF AWARD OF THE SHARES. YOU (Personal Addressand not the Company or any of its agents) FOR VALUE RECEIVED shall be solely responsible for filing such form WITH THE IRS, even if YOU request the company or its agents to make this filing on YOUR behalf and even if the company or its agents have previously made this filing on YOUR Behalf. The election should be filed by mailing a signed election form by certified mail, return receipt requested to the IRS Service Center where you file your tax returns. See <xxx.xxx.xxx> The undersigned taxpayer hereby elects, pursuant to that certain Restricted Stock Purchase Agreement dated Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in his or her gross income the amount of July any compensation taxable to him or her in connection with his or her receipt of the property described below: 1. The name, 2010, address and taxpayer identification number of the undersigned hereby sells, assigns and transfers unto , ( ) are as follows: NAME OF TAXPAYER: Xxxxxxx X. Xxxx TAXPAYER’S ADDRESS: TAXPAYER ID #: 2. The property with respect to which the election is made is described as follows: 174,675 shares of Common Stock common stock of Locus Development, Inc., a Delaware corporation, standing in the undersigned’s name on the books of said corporation represented by certificate number delivered herewith, and does hereby irrevocably constitute and appoint as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation. Dated: July , 2010 (Signature) Xxxx X. Xxxxxx (Print Name) (Spouse’s Signature, if any) Xxxxxxxx X. Xxxxx (Print Name) This Assignment Separate From Certificate was executed in conjunction with the terms of a Restricted Stock Purchase Agreement between the above assignor and the above corporation, dated as of July , 2010. Locus Development, Inc. 0000 Xxxxxx Xxx Xxxxxxx, XX 00000 Attn: Corporate Secretary Dear Secretary: As Escrow Agent for both Locus Development, Inc., a Delaware corporation NexCore Healthcare Capital Corp (the “Company”), ) and Xxxx X. Xxxxxx 174,675 Class B Units of NexCore Real Estate LLC (the “PurchaserShares”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the “Agreement”), dated as of July , 2010, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions: 1. In the event that the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Repurchase Option set forth in the Agreement, the Company shall give to the Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (by check or such other form of consideration mutually agreed to by the parties) for the number of shares of stock being purchased pursuant to the exercise of the Repurchase Option. 3. The Purchaser irrevocably authorizes date on which the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. The Purchaser does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3property was transferred is: December 16, the Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you2013. 4. Upon written request of The taxable year for which the Purchaser after each successive one-year period from the date of the Agreement, unless the Repurchase Option has been exercised, you will deliver to the Purchaser a certificate or certificates representing so many shares of stock remaining in escrow as are not then subject to the Repurchase Option. On the date that election is 95 days after the date the Purchaser’s status as a service provider (as defined in the Agreement) to the Company terminates, you will deliver to the Purchaser a certificate or certificates representing the aggregate number of shares sold and issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to the exercise of the Repurchase Optionmade is: 2013. 5. If The property is subject to a two-year vesting schedule. In addition, the Shares are subject to forfeiture upon the occurrence of certain events. This right lapses with regard to all of the Shares upon the occurrence of certain events. 6. The fair market value at the time of termination transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of this escrow you should have in your possession any documents, securities, or other such property belonging to the Purchaser, you shall deliver all of same to the Purchaser and shall be discharged of all further obligations hereunder. 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties heretois: $ 78,604. 7. You shall be obligated only The amount, if any, paid for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faithproperty: $0. 8. The Company and the Purchaser hereby jointly and severally expressly agree to indemnify and hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees, directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions from the Company or the Purchaser hereunder. 9. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 10. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 11. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursements.