Common use of Transferability of the Shares; Escrow Clause in Contracts

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”), as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s possession belonging to the Purchaser, and the Escrow Agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent shall be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”), as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s possession belonging to the Purchaser, and the Escrow Agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the The Company nor the Escrow Agent shall be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall ----------- be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company ----------- exercises its Repurchase Optionpurchase right as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested ----------- Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser With the exception of Shares which have been forfeited and required to be transferred to the Company pursuant to this Agreement, no unvested Shares nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. Employee hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested unvested Shares as to which the Repurchase Option has that have been exercised from Purchaser forfeited to the CompanyCompany pursuant to this Agreement. (b) To insure the availability for delivery of PurchaserEmployee’s Unvested unvested Shares upon repurchase by the Company pursuant forfeiture to the Repurchase Option under Section 1Company, Purchaser Employee hereby appoints the Secretarysecretary of the Company, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its his attorney-in-fact to sell, assign and transfer unto the Company, such Unvested unvested Shares, if any, repurchased by forfeited to the Company pursuant to the Repurchase Option Section 1 and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share Share certificates representing the Unvested unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-21. The Unvested unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser Employee attached as Exhibit C-3 2 hereto, until the Company exercises its Repurchase Option, until such Unvested unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of the Employee, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit 3. Upon vesting of the Unvested unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser Employee the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the PurchaserEmployee, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall ----------- be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company ----------- exercises its Repurchase Optionpurchase right as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested ----------- Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser Xxxxxxxxx and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the CompanyCompany from time to time, to transfer the Unvested Unreleased Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 13, Purchaser hereby appoints the Secretary, or any other person designated by the Company from time to time as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company from time to time, the share certificates certificate(s) representing the Unvested Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. B. The Unvested Unreleased Shares and stock assignment shall be held by the Escrow Agent Secretary, or such other person designated by the Company from time to time, in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 C hereto, until the Company exercises its Repurchase OptionOption as provided in Section 3, until such Unvested Unreleased Shares are vested, or until such time as this Agreement the Repurchase Option no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit D. Upon vesting of the Unvested Unreleased Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by Section 5 of this Agreement and any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all of the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement. Any transfer or attempted transfer of any of the Shares not in accordance with the terms of this Agreement shall be void and the Company may enforce the terms of this Agreement by stop transfer instructions or similar actions by the Company and its agents or designees.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the SecretaryVice President, Finance, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentVice President, Finance of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent Vice President, Finance in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Optionpurchase right as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until purchase right as provided in Section 1,until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser Xxxxxxxxx and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Restricted Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure ensure the availability for delivery of Purchaser’s Unvested Restricted Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the SecretarySecretary of the Company, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Restricted Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company, the share stock certificates representing the Unvested Restricted Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. A. The Unvested Restricted Shares and stock assignment shall be held by the Escrow Agent Secretary of the Company in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 B hereto, until the Company exercises its Repurchase OptionOption as provided in Section 1, until such Unvested Restricted Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C. Upon full vesting of the Unvested Restricted Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2E-2. The Unvested Shares and stock assignment shall ----------- be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 E-3 hereto, until the Company ----------- exercises its Repurchase Optionpurchase right as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit E-4. Upon vesting of the Unvested ----------- Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser A. Xxxxxxxxx hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) B. To insure ensure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent C. The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) D. Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent Escrow Agent (the “Escrow Agent”), as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held in escrow by the Escrow Agent in escrowAgent, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the Escrow Agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s possession belonging to the Purchaser, and the Escrow Agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent shall be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser Participant hereby authorizes and directs the Secretary of the Company, or such other person designated by the CompanyCompany from time to time, to transfer the Unvested Unreleased Shares as to which the Repurchase Purchase Option has been exercised from Purchaser Participant to the Company. (b) To insure the availability for delivery of PurchaserParticipant’s Unvested Unreleased Shares upon repurchase purchase by the Company pursuant to the Repurchase Purchase Option under Section 13, Purchaser Participant hereby appoints the Secretary, or any other person designated by the Company from time to time as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Unreleased Shares, if any, repurchased purchased by the Company pursuant to the Repurchase Purchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company from time to time, the share certificates certificate(s) representing the Unvested Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. B. The Unvested Unreleased Shares and stock assignment shall be held by the Escrow Agent Secretary, or such other person designated by the Company from time to time, in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser Participant attached as Exhibit C-3 C hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, Purchase Option as provided in Section 3 or until such time as this Agreement the Purchase Option no longer is in effect. Upon vesting of As a further condition to the Unvested SharesCompany’s obligations under this Agreement, the Escrow Agent spouse of Participant, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit D. The escrow agent shall promptly deliver to the Purchaser Participant the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the PurchaserParticipant, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by Section 5 of this Agreement and any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all of the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement. Any transfer or attempted transfer of any of the Shares not in accordance with the terms of this Agreement shall be void and the Company may enforce the terms of this Agreement by stop transfer instructions or similar actions by the Company and its agents or designees.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsuch escrow agent, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser Employee hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested unvested Shares as to which the Repurchase Option has that have been exercised from Purchaser forfeited to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Employee's unvested Shares upon repurchase by the Company pursuant forfeiture to the Repurchase Option under Section 1Company, Purchaser Employee hereby appoints the Secretarysecretary of the Company, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested unvested Shares, if any, repurchased by forfeited to the Company pursuant to the Repurchase Option Section 1 and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share Share certificates representing the Unvested unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-21. The Unvested unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser Employee attached as Exhibit C-3 2 hereto, until the Company exercises its Repurchase Option, until such Unvested unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Employee, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit 3. Upon vesting of the Unvested unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser Employee the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the PurchaserEmployee, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement. (e) This Agreement shall terminate upon the earlier of (i) an event of forfeiture, as described in Section 1(a) herein, or (ii) August 13, 2000.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Optionpurchase right as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the SecretaryW. Xxxxxxx Xxxxxx, Esq., now of Greenbaum, Rowe, Xxxxx, Xxxxx, Xxxxx & Xxxxxx, LLP, or any other mutually acceptable person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its his attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option. When any exercise of the Option and shalloccurs, upon execution of this Agreement, Purchaser shall deliver and deposit with W. Xxxxxxx Xxxxxx, Esq., or such other mutually acceptable person designated by the Escrow AgentCompany, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit "C-2". The Unvested Shares and stock assignment shall be held by the Escrow Agent agent in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 "C-3" hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure ensure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its Purchaser's attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Optionpurchase right as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Optionpurchase right as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.any

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the CompanyCompany from time to time, to transfer the Unvested Unreleased Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure ensure the availability for delivery of Purchaser’s Unvested Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 13, Purchaser hereby appoints the Secretary, or any other person designated by the Company from time to time as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company from time to time, the share certificates certificate(s) representing the Unvested Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. B. The Unvested Unreleased Shares and stock assignment shall be held by the Escrow Agent Secretary, or such other person designated by the Company from time to time, in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 C hereto, until the Company exercises its Repurchase OptionOption as provided in Section 3, until such Unvested Unreleased Shares are vested, or until such time as this Agreement the Repurchase Option no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse or registered domestic partner of Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse or Domestic Partner attached hereto as Exhibit D. Upon vesting of the Unvested Unreleased Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by pursuant to the Plan and any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all of the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement. Any transfer or attempted transfer of any of the Shares not in accordance with the terms of this Agreement shall be void and the Company may enforce the terms of this Agreement by stop transfer instructions or similar actions by the Company and its agents or designees.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”), as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s possession belonging to the Purchaser, and the Escrow Agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent shall be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser Xxxxxxxxx and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”), as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. Attachment I. The Unvested Shares and stock assignment shall be held by the Escrow Agent in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 Attachment II hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vestedVested Shares, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s possession belonging to the Purchaser, and the Escrow Agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent shall be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the CompanyCompany from time to time, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company from time to time as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company from time to time, the share certificates certificate(s) representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2A-4. The Unvested Shares and stock assignment shall be held by the Escrow Agent Secretary, or such other person designated by the Company from time to time, in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 A-5 hereto, until the Company exercises its Repurchase OptionOption as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit A-6. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all of the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement. Any transfer or attempted transfer of any of the Shares not in accordance with the terms of this Agreement shall be void and the Company may enforce the terms of this Agreement by stop transfer instructions or similar actions by the Company and its agents or designees.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Optionpurchase right as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit EXHIBIT C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit EXHIBIT C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as EXHIBIT C-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Optionpurchase right as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2A-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 A-3 hereto, until the Company exercises its Repurchase OptionOption as provided in Section 1, until such Unvested Shares are vestedreleased from the Repurchase Option, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit A-4. Upon vesting release of the Unvested SharesShares from the Repurchase Option, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Repurchasable Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested 's Repurchasable Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its his attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Repurchasable Shares, if any, repurchased by the Company pursuant to the Repurchase Option. When any exercise of the Repurchase Option and shalloccurs, upon execution of this Agreement, Purchaser shall deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Repurchasable Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Repurchasable Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Repurchasable Shares are vested, or until such time as this Stock Repurchase Agreement no longer is in effect. Upon vesting of the Unvested Repurchasable Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Stock Repurchase Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Repurchasable Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Stock Repurchase Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the CompanyCompany from time to time, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company from time to time as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company from time to time, the share certificates certificate(s) representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto to the Grant Notice as Exhibit C-2B-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached to the Grant Notice as Exhibit C-3 B-3 hereto, until the Company exercises its Repurchase OptionOption as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached to the Grant Notice as Exhibit B-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the PurchaserXxxxxxxxx, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser Xxxxxxxxx and shall acknowledge the same by signing a copy of this Agreement. Any transfer or attempted transfer of any of the Shares not in accordance with the terms of this Agreement shall be void and the Company may enforce the terms of this Agreement by stop transfer instructions or similar actions by the Company and its agents or designees.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (the “"Escrow Agent”"), as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent, Agent the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2B-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 B-3 hereto, until the Company exercises its Repurchase OptionOption as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s 's possession belonging to the Purchaser, and the Escrow Agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor The Company, or the Escrow Agent Agent, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the CompanyCompany from time to time, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Company’s Secretary, or any other person designated by the Company from time to time as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company from time to time, the share certificates certificate(s) representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase OptionOption as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the PurchaserXxxxxxxxx, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement. Any transfer or attempted transfer of any of the Shares not in accordance with the terms of this Agreement shall be void and the Company may enforce the terms of this Agreement by stop transfer instructions or similar actions by the Company and its agents or designees.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. Purchaser further authorizes the Company to refuse, or to cause its transfer agent to refuse, to transfer any stock attempted to be transferred in violation of this Agreement. (b) Except as required to effectuate the exercise of the Company Option, none of the Unvested Shares which are subject to the Company Option under Section 1 may be sold, transferred, pledged, hypothecated or otherwise disposed of by Purchaser. The certificate or certificates evidencing any of the shares purchased hereunder shall be endorsed with a legend substantially as follows (together with any other legend(s) restricting the transfer of the Unvested Shares necessary or appropriate under applicable Federal or State securities laws): "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN OPTION AGREEMENT AND A RESTRICTED STOCK PURCHASE AGREEMENT PURSUANT TO WHICH SUCH SHARES WERE PURCHASED, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE CORPORATION." (c) To insure ensure the availability for delivery of the Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Company Option under Section 1, the Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”), as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares. Purchaser shall further deliver to the Company a stock power, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2A-1, that will be used only in accordance with ----------- the transfer of Shares pursuant to the Company Option and the Right of First Refusal. The Unvested Shares and stock assignment shall be held by the Escrow Agent Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement the Company's rights of repurchase pursuant to the Company Option no longer is are in effect. Upon vesting of As a further condition to the Unvested SharesCompany's obligations under this Agreement, the Escrow Agent spouse of Purchaser, if any, shall promptly execute and deliver to the Purchaser Company the certificate or certificates representing such Shares in the Escrow Agent’s possession belonging to the Purchaser, and the Escrow Agent shall be discharged Consent of all further obligations hereunder; provided, however, that the Escrow Agent shall nevertheless retain such certificate or certificates Spouse attached hereto as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement.Exhibit A-2. ----------- (cd) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Unvested Shares in escrow and while acting in good faith and in the exercise of its judgment. (de) Transfer or sale of the said Unvested Shares is subject to restrictions on transfer imposed by any applicable state State and federal Federal securities laws. Any transferee shall hold such Unvested Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsuch escrow agent, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser With the exception of Shares which have been forfeited and required to be transferred to the Company pursuant to this Agreement, no unvested Shares nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. Employee hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested unvested Shares as to which the Repurchase Option has that have been exercised from Purchaser forfeited to the CompanyCompany pursuant to this Agreement. (b) To insure the availability for delivery of Purchaser’s Unvested Employee's unvested Shares upon repurchase by the Company pursuant forfeiture to the Repurchase Option under Section 1Company, Purchaser Employee hereby appoints the Secretarysecretary of the Company, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its his attorney-in-fact to sell, assign and transfer unto the Company, such Unvested unvested Shares, if any, repurchased by forfeited to the Company pursuant to the Repurchase Option Section 1 and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share Share certificates representing the Unvested unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-21. The Unvested unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser Employee attached as Exhibit C-3 2 hereto, until the Company exercises its Repurchase Option, until such Unvested unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Employee, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit 3. Upon vesting of the Unvested unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser Employee the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the PurchaserEmployee, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement. (e) This Agreement shall terminate upon the earlier of (i) an event of forfeiture, as described in Subsection 1(a) herein, or (ii) August 9, 2004.

Transferability of the Shares; Escrow. (a) The Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which from the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of the Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, the Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (either party, the “"Escrow Agent”"), as its attorney-in-fact to sell, assign and transfer unto the Company, Company such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and Option. The Purchaser shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent, Agent the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit EXHIBIT C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent in escrow, pursuant to the Joint Escrow Instructions of the Company and the Purchaser attached as Exhibit EXHIBIT C-3 hereto, until the Company exercises its Repurchase Optionpurchase right as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon the vesting of all of the Unvested Shares, the Escrow Agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s 's possession belonging to the Purchaser, and the Escrow Agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent shall be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure ensure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its Purchaser's attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit EXHIBIT C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit EXHIBIT C-3 hereto, until the Company exercises its Repurchase Optionpurchase right as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser With the exception of Shares which have been forfeited and required to be transferred to the Company pursuant to this Agreement, no unvested Shares nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Grantee or Grantee’s successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. Grantee hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested unvested Shares as which are forfeited pursuant to which the Repurchase Option has been exercised Section 1(a) from Purchaser Grantee to the Company. (b) To insure the availability for delivery of PurchaserGrantee’s Unvested unvested Shares upon repurchase by the Company forfeiture pursuant to the Repurchase Option under Section 11(a), Purchaser Grantee hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested unvested Shares, if any, repurchased by forfeited to the Company pursuant to the Repurchase Option Section 1(a) and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. A. The Unvested unvested Shares and stock assignment shall be held by the Escrow Agent Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser Grantee attached as Exhibit C-3 B hereto, until the Company exercises its Repurchase OptionShares, if any, are forfeited as provided in Section 1(a), until such Unvested unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of the Grantee, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C. Upon vesting of the Unvested unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser Grantee the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the PurchaserGrantee, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent shall be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Optionpurchase right as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser Xxxxxxxxx and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (af) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (bg) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit EXHIBIT C-2. The Unvested Shares and Shares, stock assignment and any dividends paid to the Purchaser upon the Unvested Shares shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit EXHIBIT C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as EXHIBIT C-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares Shares, and any dividends paid thereon, in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (ch) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (di) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser Recipient hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to take such steps as may be necessary to cause the transfer of the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser Recipient to the Company. (b) To insure the availability for delivery of PurchaserRecipient’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser Recipient hereby appoints the SecretarySecretary of the Company, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its his attorney-in-fact to sell, assign and transfer unto the Company, Company such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. A. The Unvested Shares and stock assignment shall be held by the Escrow Agent Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser Recipient attached as Exhibit C-3 B hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of the Recipient, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C. Upon vesting of the Unvested SharesShares pursuant to the provisions of Section 1(d) of this Agreement, the Escrow Agent escrow agent shall promptly deliver to the Purchaser Recipient the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the PurchaserRecipient in accordance with the terms of the Joint Escrow Instructions, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The escrow agent shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer Any purported transfer or sale of the Shares is shall be subject to restrictions on transfer imposed by any applicable state and federal Federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Optionpurchase right as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Then-Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 12, Purchaser hereby appoints the Secretarysecretary of the Company, or any other person designated by the Company Company, as escrow agent (the “Escrow Agent”)agent, as its the Purchaser's attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment assignment, duly endorsed in blank, attached hereto as Exhibit C-2EXHIBIT B-1. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary or other designee in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 EXHIBIT B-2 hereto, until the Company exercises its Repurchase OptionOption as provided in Section 2, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as EXHIBIT B-3 if the Committee determines that such a Consent should be obtained. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly upon written request, or periodically without written request, deliver to the Purchaser the certificate or certificates representing such vested Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunderhereunder with respect to those Shares; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Purchaser shall not sell, transfer, pledge, hypothecate or otherwise dispose of any Unvested Shares which remain subject to the Company's Repurchase Option. Notwithstanding the foregoing, upon prior written consent of the Company (which consent shall not be unreasonably withheld), the Purchaser may assign or transfer Unvested Shares for family planning, tax planning or estate planning, or other such purposes, provided the transferee agrees to be bound by all obligations of the Purchaser, and the Company is reasonably satisfied that such obligations remain enforceable against the transferee. (e) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”), as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-22. The Unvested Shares and stock assignment shall be held by the Escrow Agent in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s possession belonging to the Purchaser, and the Escrow Agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent shall be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice Option Agreement and any exercise agreement executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) The Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from the Purchaser to the Company. (b) To insure the availability for delivery of the Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, the Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and the Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Optionpurchase right as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by the Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser The Grantee hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Unreleased Shares as to which the Repurchase Option Right of Reacquisition has been exercised from Purchaser the Grantee to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested the Grantee's Unreleased Shares upon repurchase reacquisition by the Company pursuant to the Repurchase Option Right of Reacquisition under Section 14, Purchaser the Grantee hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Unreleased Shares, if any, repurchased reacquired by the Company pursuant to the Repurchase Option Right of Reacquisition and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2EXHIBIT A-1. The Unvested Unreleased Shares and stock assignment shall be held by the Escrow Agent Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser the Grantee attached as Exhibit C-3 EXHIBIT A-2 hereto, until the Company exercises its Repurchase OptionRight of Reacquisition, until such Unvested Unreleased Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Unreleased Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser Grantee the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the PurchaserGrantee, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Unreleased Shares purchased by Purchaser granted to the Grantee and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the CompanyCompany from time to time, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretaryassistant secretary, or any other person designated by the Company from time to time as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentassistant secretary of the Company, or such other person designated by the Company from time to time, the share certificates certificate(s) representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2B-1. The Unvested Shares and stock assignment shall be held by the Escrow Agent assistant secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 B-2 hereto, until the Company exercises its Repurchase OptionOption as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse set forth on the signature page hereto. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the PurchaserXxxxxxxxx, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement. Any transfer or attempted transfer of any of the Shares not in accordance with the terms of this Agreement shall be void and the Company may enforce the terms of this Agreement by stop transfer instructions or similar actions by the Company and its agents or designees.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall ----------- be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company ----------- exercises its Repurchase Optionpurchase right as provided in Section 1, until such Unvested Shares are vested, or until such such, time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested ----------- Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement. (e) The Repurchase Option shall terminate in accordance with the Vesting Schedule in Optionee's Stock Option Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”), as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s possession belonging to the Purchaser, and the Escrow Agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the The Company nor the Escrow Agent shall be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser Xxxxxxxxx and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the CompanyCompany from time to time, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretaryassistant secretary, or any other person designated by the Company from time to time as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and Option. If certificates for the Shares are issued, then Purchaser shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentassistant secretary of the Company, or such other person designated by the Company from time to time, any share certificates certificate(s) issued representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2B-1. The Unvested Shares and stock assignment shall be held by the Escrow Agent assistant secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 B-2 hereto, until the Company exercises its Repurchase OptionOption as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse set forth on the signature page hereto. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the PurchaserXxxxxxxxx, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement. Any transfer or attempted transfer of any of the Shares not in accordance with the terms of this Agreement shall be void and the Company may enforce the terms of this Agreement by stop transfer instructions or similar actions by the Company and its agents or designees.

Transferability of the Shares; Escrow. (a) The Purchaser hereby authorizes and directs the Secretary of the Company’s Secretary, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from the Purchaser to the Company. (b) To insure the availability for delivery of the Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, the Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign assign, and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentCompany’s Secretary, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2A-3. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 A-4 hereto, until the Company exercises its Repurchase Optionpurchase right as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit A-5. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Then-Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2D-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 D-3 hereto, until the Company exercises its Repurchase Optionpurchase right as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit D-4. Upon vesting of the Unvested SharesShares (and, if applicable, the Escrow Agent Note is paid in full), the escrow agent shall promptly upon written request, or periodically without written request, deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Purchaser shall not sell, transfer, pledge, hypothecate or otherwise dispose of any of the Unvested Shares which remain subject to the Company’s Repurchase Option. Notwithstanding the foregoing, upon prior written consent of the Company (which consent shall not be unreasonably withheld), the Purchaser may assign or transfer Unvested Shares for family planning, tax planning or estate planning, or other such purposes, provided the transferee agrees to be bound by all obligations of the Purchaser, and the Company is reasonably secure that such obligations remain enforceable against the transferee. (e) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser With the exception of Shares which have been forfeited and required to be transferred to the Company pursuant to this Agreement, no unvested Shares nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. Employee hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested unvested Shares as to which the Repurchase Option has that have been exercised from Purchaser forfeited to the CompanyCompany pursuant to this Agreement. (b) To insure the availability for delivery of Purchaser’s Unvested Employee's unvested Shares upon repurchase by the Company pursuant forfeiture to the Repurchase Option under Section 1Company, Purchaser Employee hereby appoints the Secretarysecretary of the Company, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its his attorney-in-fact to sell, assign and transfer unto the Company, such Unvested unvested Shares, if any, repurchased by forfeited to the Company pursuant to the Repurchase Option Section 1 and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share Share certificates representing the Unvested unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-21. The Unvested unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser Employee attached as Exhibit C-3 2 hereto, until the Company exercises its Repurchase Option, until such Unvested unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s possession belonging to the Purchaser, and the Escrow Agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent shall be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.this

Transferability of the Shares; Escrow. (a) Purchaser X. Xxxxxxxxx hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) B. To insure ensure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent C. The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) D. Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the CompanyCompany from time to time, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 11 hereof, Purchaser hereby appoints the SecretarySecretary of the Company, or any other person designated by the Company from time to time as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company from time to time, the share certificates certificate(s) representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent Secretary of the Company, or such other person designated by the Company from time to time, in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase OptionOption as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all of the provisions hereof and the Exercise Notice exercise notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement. Any transfer or attempted transfer of any of the Shares not in accordance with the terms of this Agreement shall be void and the Company may enforce the terms of this Agreement by stop transfer instructions or similar actions by the Company and its agents or designees.

Transferability of the Shares; Escrow. (a) 1. Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) 2. To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”), as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent in escrow, pursuant to the Joint Escrow Instructions instructions of the Company and Purchaser attached as Exhibit C-3 C-3, hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s possession belonging to the Purchaser, and the Escrow Agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) 3. Neither the Company nor the Escrow Agent shall be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) 4. Transfer or sale of the the, Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. C. The Unvested Shares and stock assignment shall be --------- held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 D hereto, until the Company --------- exercises its Repurchase Optionpurchase right as provided in Section 1, until such Unvested Shares are vested, or until such such, time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit E. Upon vesting of the Unvested --------- Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement. (e) The Repurchase Option shall terminate in accordance with the Vesting Schedule in Optionee's Stock Option Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the CompanyWilsxx Xxxxxxx Xxxxxxxx & Xosaxx, Xxofessional Corporation ("WSGR"), or such other person or entity designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 14, Purchaser hereby appoints the SecretaryWSGR, or any other person or entity designated by the Company Company, as escrow agent Escrow Agent (as defined in the “Joint Escrow Agent”Instructions discussed below), as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with WSGR, or such other person or entity designated by the Escrow AgentCompany, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. C. The Unvested Shares and stock assignment shall be held by the Escrow Agent WSGR in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached hereto as Exhibit C-3 heretoD, until the Company exercises its Repurchase OptionOption as provided in Section 4, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit E. Upon vesting of the Unvested Shares, the Escrow Agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s 's possession belonging to the Purchaser, and the Escrow Agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither The Escrow Agent, the Company nor the Escrow Agent Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Then-Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, and as security for the faithful performance of the terms of the Note, if applicable, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2D-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 D-3 hereto, until the Company exercises its Repurchase Optionpurchase right as provided in Section 1, until such Unvested Shares are vestedvested (and, if applicable, the Note is paid in full), or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit D-4. Upon vesting of the Unvested SharesShares (and, if applicable, the Escrow Agent Note is paid in full), the escrow agent shall promptly upon written request, or periodically without written request, deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Purchaser shall not sell, transfer, pledge, hypothecate or otherwise dispose of any of the Shares while the Note remains outstanding, nor any Unvested Shares which remain subject to the Company's Repurchase Option. Notwithstanding the foregoing, upon prior written consent of the Company (which consent shall not be unreasonably withheld), the Purchaser may assign or transfer Unvested Shares for family planning, tax planning or estate planning, or other such purposes, provided the transferee agrees to be bound by all obligations of the Purchaser, and the Company is reasonably secure that such obligations remain enforceable against the transferee. (e) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”), as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shallwill, upon execution of this Agreement, deliver and deposit with the Escrow Agent, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall will be held by the Escrow Agent in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent shall will promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s possession belonging to the Purchaser, and the Escrow Agent shall will be discharged of all further obligations hereunder; provided, however, that the Escrow Agent shall will nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent shall will be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall will hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall will acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase OptionOption as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs Upon issuance, the Secretary of the Company, or such other person designated by the Company, to transfer the certificates for any Unvested Shares as purchased hereunder shall be deposited in escrow with the Company to which be held in accordance with the Repurchase Option has been exercised provisions of this Section 2. Each deposited certificate shall be accompanied by a duly executed Assignment Separate from Purchaser Certificate in the form of Exhibit A-1. The deposited certificates, together with any other assets or securities from time to time deposited with the Company pursuant to the Companyrequirements of this Agreement, shall remain in escrow until such time or times as the certificates (or other assets and securities) are repurchased, are to be released or otherwise are surrendered for cancellation in accordance with paragraph 2(d) below. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby authorizes, directs and appoints the Secretarysecretary of the Company, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Unvested Shares as to which the Repurchase Option has been exercised from the Purchaser to the Company. As a further condition to the Company's obligations under this Agreement, such Unvested Sharesthe spouse of the Purchaser, if any, repurchased by shall execute and deliver to the Company pursuant the Consent of Spouse attached hereto as Exhibit A-2. (c) All regular cash dividends on the Unvested Shares (or other securities at the time held in escrow) shall be paid directly to the Repurchase Option Purchaser and shallshall not be held in escrow. However, upon execution in the event of any stock dividend, stock split, recapitalization or other change affecting the Company's outstanding common stock as a class effected without receipt of consideration, any new, substituted or additional securities or other property which is by reason of such transaction distributed with respect to the Unvested Shares shall be immediately delivered to the Company to be held in escrow under this AgreementSection 2, deliver and deposit with but only to the Escrow Agent, extent the share certificates representing Unvested Shares are at the time subject to the escrow requirements of paragraph 2(a) above. The Unvested Shares, together with the stock assignment duly endorsed any other assets or securities held in blankescrow hereunder, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent in escrow, pursuant subject to the Joint Escrow Instructions of the Company following terms and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s possession belonging to the Purchaser, and the Escrow Agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent shall be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.conditions

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) . To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit EXHIBIT C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit EXHIBIT C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as EXHIBIT C-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent . The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) . Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the CompanyCompany from time to time, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company from time to time as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company from time to time, the share certificates certificate(s) representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent Secretary, or such other person designated by the Company from time to time, in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase OptionOption as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the PurchaserXxxxxxxxx, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all of the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement. Any transfer or attempted transfer of any of the Shares not in accordance with the terms of this Agreement shall be void and the Company may enforce the terms of this Agreement by stop transfer instructions or similar actions by the Company and its agents or designees.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”), as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s possession belonging to the Purchaser, and the Escrow Agent shall be discharged of all further obligations hereunder; provided, however, hereunder that the Escrow Agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent shall be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser With the exception of Shares which have been forfeited and required to be transferred to the Company pursuant to this Agreement, no unvested Shares nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. Employee hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested unvested Shares as to which the Repurchase Option has that have been exercised from Purchaser forfeited to the CompanyCompany pursuant to this Agreement. (b) To insure the availability for delivery of Purchaser’s Unvested Employee's unvested Shares upon repurchase by the Company pursuant forfeiture to the Repurchase Option under Section 1Company, Purchaser Employee hereby appoints the Secretarysecretary of the Company, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its his attorney-in-fact to sell, assign and transfer unto the Company, such Unvested unvested Shares, if any, repurchased by forfeited to the Company pursuant to the Repurchase Option Section 1 and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share Share certificates representing the Unvested unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-21. The Unvested unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser Employee attached as Exhibit C-3 2 hereto, until the Company exercises its Repurchase Option, until such Unvested unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Employee, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit 3. Upon vesting of the Unvested unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser Employee the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the PurchaserEmployee, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (af) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (bg) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”), as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s possession belonging to the Purchaser, and the Escrow Agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (ch) Neither the Company nor the Escrow Agent shall be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (di) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the CompanyCompany from time to time, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company from time to time as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company from time to time, the share certificates certificate(s) representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase OptionOption as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement. Any transfer or attempted transfer of any of the Shares not in accordance with the terms of this Agreement shall be void and the Company may enforce the terms of this Agreement by stop transfer instructions or similar actions by the Company and its agents or designees.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the CompanyCompany from time to time, to transfer the Unvested Unreleased Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure ensure the availability for delivery of Purchaser’s Unvested Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 13 above, Purchaser hereby appoints the Secretary, or any other person designated by the Company from time to time as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company from time to time, the share certificates certificate(s) representing the Unvested Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. B. The Unvested Unreleased Shares and stock assignment shall be held by the Escrow Agent Secretary, or such other person designated by the Company from time to time, in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 C hereto, until the Company exercises its Repurchase OptionOption as provided in Section 3 above, until such Unvested Unreleased Shares are vested, or until such time as this Agreement the Repurchase Option no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse or registered domestic partner of Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse or Domestic Partner attached hereto as Exhibit D. Upon vesting of the Unvested Unreleased Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the PurchaserXxxxxxxxx, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by Section 5 of this Agreement and any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all of the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement. Any transfer or attempted transfer of any of the Shares not in accordance with the terms of this Agreement shall be void and the Company may enforce the terms of this Agreement by stop transfer instructions or similar actions by the Company and its agents or designees.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2EXHIBIT B-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 EXHIBIT B-3 hereto, until the Company exercises its Repurchase Optionpurchase right as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as EXHIBIT B-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser Optionee hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to take such steps as may be necessary to cause the transfer from Optionee to the Unvested Company (or, if applicable, Anschutz or Oaktree) of the Shares as to which the Right of First Refusal or Repurchase Option has been exercised from Purchaser to the Companyexercised. (b) To insure the availability for delivery of Purchaser’s Unvested Optionee's Shares upon repurchase by the Company (or, if applicable, any holder who, pursuant to the Repurchase Option under Section 1Stockholders' Agreement, Purchaser has Right of First Refusal on such Shares), Optionee hereby appoints the SecretarySecretary of the Company, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the CompanyCompany (or, if applicable, any holder who, pursuant to the Stockholders' Agreement, has Right of First Refusal on such Unvested Shares) such Shares, if any, repurchased by the Company pursuant to the Repurchase Option or purchased under the Right of First Refusal and shall, upon execution exercise of this Agreement, an Option deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested SharesShares subject to such exercise, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2A-1. The Unvested Shares and stock assignment shall be held by the Escrow Agent Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser Optionee attached as Exhibit C-3 A-2 hereto, until the Company exercises its Repurchase OptionOption or Right of First Refusal is exercised, until expiration of such Unvested Shares are vestedrights, or until such time as this Option Agreement no longer is in effect. Upon vesting As a further condition to the Company's obligations under this Option Agreement, the spouse of the Unvested SharesOptionee, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit A-3. Upon termination of such rights, the Escrow Agent escrow agent shall promptly deliver to the Purchaser Optionee or the Optionee's representative, the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the PurchaserOptionee in accordance with the terms of the Joint Escrow Instructions, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Option Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer Any purported transfer or sale of the Shares is shall be subject to restrictions on transfer imposed by any applicable state and federal Federal securities lawslaws and the terms and conditions of the Stockholders' Agreement. Any transferee shall shall, at the discretion of the Administrator, hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Option Agreement.

Transferability of the Shares; Escrow. (a) Purchaser Recipient hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to take such steps as may be necessary to cause the transfer of the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser Recipient to the Company. (b) To insure the availability for delivery of Purchaser’s Recipient's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser Recipient hereby appoints the SecretarySecretary of the Company, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its his or her attorney-in-fact to sell, assign and transfer unto the Company, Company such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company, the share certificates (which may be held in book entry form) representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. A. The Unvested Shares and stock assignment shall be held by the Escrow Agent Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser Recipient attached as Exhibit C-3 B hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Recipient, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C. Upon vesting of the Unvested SharesShares pursuant to the provisions of Section 2(a) of this Agreement, the Escrow Agent escrow agent shall promptly deliver to the Purchaser Recipient the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the PurchaserRecipient in accordance with the terms of the Joint Escrow Instructions, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The escrow agent shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer Any purported transfer or sale of the Shares is shall be subject to restrictions on transfer imposed by any applicable state and federal Federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary chief financial officer of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarychief financial officer, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentchief financial officer of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent chief financial officer in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Optionpurchase right as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase OptionOption as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser Optionee hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser Optionee to the Company. (b) To insure the availability for delivery of Purchaser’s Optionee's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 16, Purchaser Optionee hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, to assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentStock Option Administrator of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. C. The Unvested Shares and stock --------- assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser Optionee attached as Exhibit C-3 D hereto, --------- until the Company exercises its Repurchase OptionRight as provided in Section 5, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser Optionee the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the PurchaserOptionee, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this AgreementAgreement or any other agreement between the Optionee and the Company. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser Optionee and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the CompanyCompany from time to time, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretaryassistant secretary, or any other person designated by the Company from time to time as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentassistant secretary of the Company, or such other person designated by the Company from time to time, the share certificates certificate(s) representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent assistant secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase OptionOption as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the PurchaserXxxxxxxxx, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement. Any transfer or attempted transfer of any of the Shares not in accordance with the terms of this Agreement shall be void and the Company may enforce the terms of this Agreement by stop transfer instructions or similar actions by the Company and its agents or designees.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the CompanyCompany from time to time, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company from time to time as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company from time to time, the share certificates certificate(s) representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2B-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 B-3 hereto, until the Company exercises its Repurchase OptionOption as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit B-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all of the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement. Any transfer or attempted transfer of any of the Shares not in accordance with the terms of this Agreement shall be void and the Company may enforce the terms of this Agreement by stop transfer instructions or similar actions by the Company and its agents or designees.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Then-Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, and as security for the faithful performance of the terms of the Note, if applicable, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2D-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 D-3 hereto, until the Company exercises its Repurchase Optionpurchase right as provided in Section 1, until such Unvested Shares are vestedvested (and, if applicable, the Note is paid in full), or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit D-4. Upon vesting of the Unvested SharesShares (and, if applicable, the Escrow Agent Note is paid in full), the escrow agent shall promptly upon written request, or periodically without written request, deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Purchaser shall not sell, transfer, pledge, hypothecate or otherwise dispose of any of the Shares while the Note remains outstanding, nor any Unvested Shares which remain subject to the Company's Repurchase Option. Notwithstanding the foregoing, upon prior written consent of the Company (which consent shall not be unreasonably withheld), the Purchaser may assign or transfer Unvested Shares for family planning, tax planning or estate planning, or other such purposes, provided the transferee agrees to be bound by all obligations of the Purchaser, and the Company is reasonably secure that such obligations remain enforceable against the transferee. (e) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.such

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s 's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretarysecretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentsecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2E-2. The Unvested Shares and stock ----------- assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 E-3 ----------- hereto, until the Company exercises its Repurchase Optionpurchase right as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit E-4. Upon ----------- vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. A. The Unvested Shares and stock assignment shall be held by the Escrow Agent secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 B hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

Transferability of the Shares; Escrow. (a) Purchaser Optionee hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to take such steps as may be necessary to cause the transfer from Optionee to the Unvested Company (or, if applicable, The Anschutz Corporation) of the Shares as to which the Right of First Refusal or Repurchase Option has been exercised from Purchaser to the Company. (b) exercised. To insure the availability for delivery of Purchaser’s Unvested Optionee's Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1(or, Purchaser if applicable, The Anschutz Corporation), Optionee hereby appoints the SecretarySecretary of the Company, or any other person designated by the Company as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the CompanyCompany (or, if applicable, The Anschutz Corporation) such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option or purchased under the Right of First Refusal and shall, upon execution exercise of this Agreement, an Option deliver and deposit with the Escrow AgentSecretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested SharesShares subject to such exercise, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2A-1. The Unvested Shares and stock assignment shall be held by the Escrow Agent Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser Optionee attached as Exhibit C-3 A-2 hereto, until the Company exercises its Repurchase OptionOption or Right of First Refusal is exercised, until expiration of such Unvested Shares are vestedrights, or until such time as this Option Agreement no longer is in effect. Upon vesting As a further condition to the Company's obligations under this Option Agreement, the spouse of the Unvested SharesOptionee, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit A-3. Upon termination of such rights, the Escrow Agent escrow agent shall promptly deliver to the Purchaser Optionee or the Optionee's representative, the certificate or certificates representing such Shares in the Escrow Agent’s escrow agent's possession belonging to the PurchaserOptionee in accordance with the terms of the Joint Escrow Instructions, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Option Agreement. (c) Neither the Company nor the Escrow Agent . The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer . Any purported transfer or sale of the Shares is shall be subject to restrictions on transfer imposed by any applicable state and federal Federal securities lawslaws and the terms and conditions of the Stockholder's Agreement. Any transferee shall shall, at the discretion of the Administrator, hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Option Agreement.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary secretary of the Company, or such other person designated by the CompanyCompany from time to time, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretaryassistant secretary, or any other person designated by the Company from time to time as escrow agent (the “Escrow Agent”)agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agentassistant secretary of the Company, or such other person designated by the Company from time to time, the share certificates certificate(s) representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent assistant secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase OptionOption as provided in Section 1, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the Escrow Agent escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agentescrow agent’s possession belonging to the Purchaser, and the Escrow Agent escrow agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent escrow agent shall nevertheless retain such certificate or certificates as Escrow Agent escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement. Any transfer or attempted transfer of any of the Shares not in accordance with the terms of this Agreement shall be void and the Company may enforce the terms of this Agreement by stop transfer instructions or similar actions by the Company and its agents or designees.

Transferability of the Shares; Escrow. (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”), as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s possession belonging to the Purchaser, and the Escrow Agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement. (c) Neither the Company nor the Escrow Agent shall be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.. ​