Exhibit
4.4


 


EVINE LIVE INC.


Restricted Stock Award Agreement

(Vendors)


 


EVINE Live Inc. (the “Company”)
hereby grants to you, the Grantee named below, the number of shares of restricted common stock of Company set forth in the table
below (the “Restricted Shares”). This Award of Restricted Stock (the “Restricted Stock Award”)
shall be subject to the terms and conditions set forth in this Agreement, consisting of this cover page and the Restricted Stock
Terms and Conditions on the following pages. Capitalized terms used in the Agreement but not defined when first used have the meanings
ascribed to them in Section 11 of the Agreement.


 


	Name of Grantee:  _______________________
	Number of Restricted Shares Granted:  _______	Grant Date:            __________, 20__
	
        Vesting Schedule:

         

        [If time-based:]

         

	
        Vesting Dates

         

         

         

         
	
        Number of Shares as to Which the Award
        Vests

         

         

	
        [If performance-based:]

         

        The number of Shares determined in accordance with Exhibit
        A to vest based on Grantee’s performance will vest on the following Vesting Date: ___________, 20__.

         

	 	 	 





By signing below or otherwise evidencing
your acceptance of this Agreement in a manner approved by the Company, you agree to all of the terms and conditions contained in
this Agreement. You acknowledge that you have reviewed this Agreement and that it sets forth the entire agreement between you and
the Company regarding your rights and obligations in connection with this Restricted Stock Award.


 


	GRANTEE: [INSERT VENDOR NAME]	 	EVINE LIVE INC.
	 	 	 	 	 
	By:	 	 	By:	 





	Title:	 	 	Title:	 


 




    	 		 



     


    

 


EVINE LIVE INC.


Restricted Stock Award Agreement






Restricted
Stock Terms and Conditions


 


1.          Award
of Restricted Stock. The Company hereby grants to you, as of the Grant Date, the number of shares of the Company’s
common stock, par value $0.01 per share (“Shares”), of restricted stock identified on the cover page of this
Agreement, subject to the restrictions and other terms and conditions set forth herein. Unless and until these Shares vest as provided
in Section 2 below, they are subject to the restrictions provided for in this Agreement and are referred to as “Restricted
Shares.” Restricted Shares subject to this Restricted Stock Award shall be evidenced by one or more stock certificates
or book entry notation issued in your name. Any such stock certificate or book entry notation shall be deposited with the Company
or its designee, together with an assignment separate from the certificate, in blank, signed by you, and bear an appropriate legend
referring to the restricted nature of the Shares evidenced thereby.


 


2.          Vesting
of Restricted Shares. For purposes of this Agreement, “Vesting Date” means any date, including the scheduled
vesting dates specified in the Vesting Schedule on the cover page to this Agreement, on which Restricted Shares subject to this
Agreement vest as provided in this Section 2.


 


(a) Scheduled Vesting. [If you provide
Services continuously to the Company or an Affiliate from the date of grant of this Restricted Stock Award, then the Restricted
Shares will vest in the numbers and on the dates specified in the vesting schedule on the cover page of this Agreement.]-OR-[If
performance-based: The number of Restricted Shares that have been earned as determined in accordance with Exhibit A will
vest and become non-forfeitable on the Vesting Date, so long as your Service to the Company and its Affiliates has not ended.]


 


(b) Accelerated Vesting Upon Change
in Control. [At the Company’s discretion, the vesting of the Restricted Shares may be accelerated upon a Change in Control.]-OR-[If
a Change in Control occurs after the Grant Date but before the Vesting Date and your Service continues to the date of the Change
in Control, then you will be entitled to have vest as of the date of the Change in Control all unevsted Restricted Shares granted
under this Agreement.


 


(c) Effect of Termination of Service.
Except as otherwise provided in accordance with Section 2(b) above, if your Service ends for any reason prior to the vesting of
all Restricted Shares, then this Agreement shall terminate and all remaining unvested Restrcited Shares shall be forfeited. [If
performance-based: In addition, except as otherwise provided in accordance with Section 2(b), any Restrcited Shares that are not
earned in accordance with Exhibit A based on your performance shall be immediately forfeited.]


 


3.          Effect
of Vesting. Upon the vesting of any Restricted Shares, all restrictions specified in Section 5 on such vested Shares will
lapse and such vested Shares will no longer be subject to forfeiture as provided in Section 5. Upon the vesting of Restricted Shares
and the corresponding lapse of the restrictions and forfeiture conditions, at the Company’s option, the certificate evidencing
the Shares shall be delivered to you, or an appropriate entry in the stock register maintained by the Company’s transfer
agent shall be made with a notice of issuance provided to you, or the deliver shall be noted by the electronic delivery of the
Shares to a brokerage account you designate, and shall be subject to compliance with all applicable legal requirements as provided
in this Agreement.


 


4.          Rights
of a Shareholder. As of the date of grant specified at the beginning of this Agreement, you will have all of the rights
of a shareholder of the Company with respect to the Restricted Shares (including voting rights and the right to receive dividends
and other distributions), except as otherwise specifically provided in this Agreement.


 


5.          Restrictions
on Transfer. Neither this Restricted Stock Award nor the Restricted Shares subject to this Restrcited Stock Award may
be sold, assigned, transferred, exchanged or encumbered other than by will or the laws of descent and distribution. Any attempted
transfer in violation of this Section shall be of no effect and shall result in the forfeiture of all Restricted Shares. If your
provision of Services to the Company and its Affiliates terminates, all Restricted Shares will immediately be forfeited without
consideration.


 




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6.          Choice
of Law. This Agreement will be interpreted and enforced under the laws of the state of Minnesota (without regard to its
conflicts or choice of law principles).


 


7.          No
Right to Continued Service. This Agreement does not give you a right to continued Service with the Company or any Affiliate.


 


8.          Binding
Effect. This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the
successors and assigns of the Company.


 


9.          Notices.
Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered to the party
for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other
party as herein provided. Unless and until some other address is so designated, all notices or communications by you to the Company
shall be mailed or delivered to the Company at its office at 6740 Shady Oak Road, Eden Prairie, MN 55344, and all notices or communications
by the Company to you may be mailed to you at the address provided to the Company simlutaneously with delivery of this Agreement.


 


10.         Adjustments
for Changes in Capitalization. In the event of any equity restructuring (within the meaning of FASB ASC Topic 718 - Stock
Compensation) that causes the per share value of Shares to change, such as a stock dividend, stock split, spinoff, rights offering
or recapitalization through an extraordinary dividend, the Company shall make such adjustments as it deems equitable and appropriate
to the number and kind of Shares subject to this Agreement. In the event of any other change in corporate capitalization, including
a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described
in the foregoing sentence may be made as determined to be appropriate and equitable by the Company to prevent dilution or enlargement
of rights of the Grantee.


 


11.         Definitions.
The following terms, and terms derived from the following terms, shall have the following meanings when used in this Agreement
with initial capital letters unless, in the context, it would be unreasonable to do so.


 


(a) “Affiliate” means
any corporation that is a Subsidiary or Parent of the Company.


 


(b) “Change in Control”
means one of the following:


 


(1)         The
acquisition by any individual, entity or Group of beneficial ownership (within the meaning of Exchange Act Rule 13d-3) of 30% or
more of either (i) the then outstanding shares of Company Stock, or (ii) the combined voting power of the then outstanding Company
Voting Securities. Notwithstanding the foregoing sentence, the following acquisitions will not constitute a Change in Control:


 


(A)         any
acquisition of Stock or Company Voting Securities directly from the Company;


 


(B)         any
acquisition of Stock or Company Voting Securities by the Company or any of its wholly-owned Subsidiaries;


 


(C)         any
acquisition of Stock or Company Voting Securities by any employee benefit plan (or related trust) sponsored or maintained by the
Company or any of its Subsidiaries; or


 


(D)         any
acquisition of beneficial ownership by any entity with respect to which, immediately following such acquisition, more than 70%
of, respectively, the then outstanding shares of common stock and the combined voting power of the outstanding Voting Securities
of such entity (or its Parent) is beneficially owned, directly or indirectly, by all or substantially all of the individuals and
entities who beneficially owned, respectively, the outstanding Stock and outstanding Company Voting Securities immediately before
such acquisition in substantially the same proportions as their ownership of the outstanding Stock and outstanding Company Voting
Securities, as the case may be, immediately before such acquisition.


 


(2)         Individuals
who are Continuing Directors cease for any reason to constitute a majority of the members of the Board.


 




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(3)         The
consummation of a Corporate Transaction unless, immediately following such Corporate Transaction, all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the outstanding Stock and outstanding Company Voting
Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than 70% of, respectively,
the then outstanding shares of common stock and the combined voting power of the then outstanding Voting Securities, as the case
may be, of the of the surviving or acquiring entity (or its Parent) resulting from such Corporate Transaction in substantially
the same proportions as their ownership, immediately before such Corporate Transaction, of the outstanding Stock and outstanding
Company Voting Securities, as the case may be.


 


Notwithstanding the foregoing:


 


(i)          a
Change in Control shall not be deemed to occur with respect to a Grantee if the acquisition of the 30% or greater interest referred
to in Section 11(b)(1) is by a Group that includes the Grantee, or if at least 30% of the then outstanding common stock or combined
voting power of the then outstanding Voting Securities of the surviving or acquiring entity referred to in Section 11(b)(3) shall
be beneficially owned, directly or indirectly, immediately after the Corporate Transaction by a Group that includes the Grantee;
and


 


(ii)         to
the extent that this Restricted Stock Award constitutes a deferral of compensation subject to Code Section 409A, then
no Change in Control shall be deemed to have occurred upon an event described in Section 11(b) unless the event would also
constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of,
the Company under Code Section 409A.


 


(c) “Code” means the
Internal Revenue Code of 1986, as amended and in effect from time to time, and the regulations promulgated thereunder.


 


(d) “Continuing Director”
means an individual (i) who is, as of the date of the Agreement, a director of the Company, or (ii) who is elected as a director
of the Company subsequent to the date of the Agreement and whose initial election, or nomination for initial election by the Company’s
shareholders, was approved by at least a majority of the then Continuing Directors, but excluding, for purposes of this clause
(ii), any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest.


 


(e) “Corporate Transaction”
means means a reorganization, merger or consolidation of the Company, a statutory exchange of outstanding Company Voting Securities,
or a sale or disposition (in one or a series of transactions) of all or substantially all of the assets of the Company.


 


(f) “Exchange Act” means
the Securities Exchange Act of 1934, as amended and in effect from time to time.


 


(g) “Group” means two
or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or
disposing of securities of an entity.


 


(h) “Parent” means a
“parent corporation,” as defined in Code Section 424(e).


 


(i) “Securities Act”
means the Securities Act of 1933, as amended and in effect from time to time.


 


(j) “Service” means
the provision of services by the Grantee to the Company or any Affiliate pursuant to a vendor agreement.


 


(k) “Stock” means the
Shares of the Company.


 


(l) “Subsidiary” means
a “subsidiary corporation,” as defined in Code Section 424(f), of the Company.


 


(m) “Voting Securities”
of an entity means the outstanding securities entitled to vote generally in the election of directors (or comparable equity interests)
of such entity.


 


12.        Compliance
with Applicable Legal Requirements. No Shares shall be issued and delivered unless the issuance of the Shares complies
with all applicable legal requirements, including compliance with the provisions of applicable state and federal securities laws,
and the requirements of any securities exchanges on which the Company’s Shares may, at the time, be listed.


 







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13.        Restictive
Legends.


 


(a) Any certificate or book entry notation
representing Restricted Shares shall bear the following legends:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT (I) AN EFFECTIVE REGISTRATION OR QUALIFICATION
THEREOF UNDER THE ACT AND THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION, OR (II) AN OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.


 


THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO ACQUIRE SUCH SHARES AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE
HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE WITH THE SECRETARY OF THE COMPANY AND WILL BE
FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE.


 


(b) Any certificate or book entry notation
representing the Shares issued following vesting may be notated with one or all of the following legends:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT (I) AN EFFECTIVE REGISTRATION
OR QUALIFICATION THEREOF UNDER THE ACT AND THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION, OR (II) AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.


 


and any legend required by the securities
laws of any state to the extent such laws are applicable to the Shares represented by the certificate, instrument, or book entry
so legended.


 


You agree that in order to ensure compliance with the restrictions
referred to in this Agreement, the Company may issue appropriate “stop transfer” instructions to its transfer agent.
The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote
or pay dividends to any transferee to whom such Shares shall have been so transferred.


 


14.        Electronic
Delivery and Acceptance. The Company may deliver any documents related to this Award by electronic means and request your
acceptance of this Agreement by electronic means. You hereby consent to receive all applicable documentation by electronic delivery
and to participate in the Restrcited Stock Award through an on-line (and/or voice activated) system established and maintained
by the Company or the Company’s third-party stock administrator (if any).


 


15.        Representations
and Warranties of the Grantee. The Grantee hereby represents and warrants to the Company as of the date hereof as follows:


 


(a) Authority. Grantee has
all necessary power and authority to execute and deliver this Agreement and to carry out its provisions. All action on Grantee’s
part required for the lawful execution and delivery of this Agreement has been taken. This Agreement, when executed and delivered
by the Grantee, shall constitute the valid and binding obligation of the Grantee enforceable in accordance with its terms, subject
to laws of general application relating to bankruptcy, insolvency or other laws of general application affecting enforcement of
creditors’ rights.


 




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(b) Acquisition for Own Account.
The Grantee represents that it is acquiring the Restrcited Shares (and any Shares issued upon vesting) solely for its own account
and beneficial interest for investment and not for sale or with a view to distribution of the Restrcited Shares or Shares or any
part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation
in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention.


 


(c) Information and Sophistication.
The Grantee hereby: (i) represents that it has had an opportunity to ask questions and receive answers from the Company regarding
the terms and conditions of this Restricted Stock Award and regarding the Company’s business, financial condition and prospects
and (ii) further represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating
the merits and risk of this investment. The Grantee has reviewed the reports of the Company filed with the Securities and Exchange
Commission and available at www.sec.gov/edgar.shtml, including the risks noted therein.


 


(d) Ability to Bear Economic Risk.
The Grantee acknowledges that investment in the Restricted Shares (and any Shares issued upon vesting) involves a high degree of
risk, and represents that it is able, without materially impairing its financial condition, to hold the Shares for an indefinite
period of time and to suffer a complete loss of its investment.


 


(e) Further Limitations on Disposition.
The Company has no intent to register the Shares or Restricted Shares pursuant to the Securites Act. Without in any way limiting
the representations set forth above, such Grantee acknowledges and agrees that the Restricted Shares and the Shares upon vesting
are “restricted securities” as defined in Rule 144 promulgated under the Securities Act and must be held indefinitely
unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Grantee has
been advised or is aware of the provisions of Rule 144, which permits limited resale of shares acquired in a private placement
subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information
about the Company, the resale occurring following the required holding period under Rule 144 and the number of shares being sold
during any three-month period not exceeding specified limitations. Grantee further agrees not to make any disposition of all or
any portion of the Shares unless and until:


 


(i) There is then in effect a
registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with
such registration statement (the Company has no present intention of filing such a registration statement); or


 


(ii) The Grantee shall have furnished
the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration
under the Securities Act or any applicable state securities laws.


 


The Grantee understands that if the Company ceases to file reports
pursuant to Section 15(d) of the Exchange Act, or if a registration statement covering the securities under the Securities Act
is not in effect when the Grantee desires to sell the Shares, the Grantee may be required to hold such securities for an indefinite
period.


 


(f) Accredited Investor Status.
The Grantee is an “accredited investor” as such term is defined in Rule 501 under the Securities Act.


 


(g) Residence. If Grantee is an
individual, then Grantee resides in the state or province identified in the address of Grantee provided to the Company; if Grantee
is a partnership, corporation, limited liability company or other entity, then the office or offices of Grantee in which its investment
decision was made is located at the address or addresses of Grantee provided to the Company.


 


(h) Foreign Investors. If Grantee
is not a United States person (as defined by Section 7701(a)(30) of the Code), Grantee hereby represents that it has satisfied
itself as to the full observance of the laws of its jurisdiction in connection with the receipt of Restrcited Shares or any use
of this Agreement, including (i) the legal requirements within its jurisdiction for the receipt of the Shares, (ii) any foreign
exchange restrictions applicable to such receipt, (iii) any government or other consents that may need to be obtained, and (iv)
the income tax and other tax consequences, if any, that may be relevant to the acquisition, holding, redemption, sale or transfer
of the Shares. Grantee’s beneficial ownership of the Shares will not violate any applicable securities or other laws of Grantee’s
jurisdiction.


 




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(i) Tax Liability. The Grantee has
reviewed with its own tax advisors and counsel the federal, state, local and foreign tax consequences of this Restricted Stock
Award and the transactions contemplated by this Agreement. The Grantee understands that it (and not the Company) shall be responsible
for its own tax liability that may arise as a result of this Restricted Stock Award or the transactions contemplated by this Agreement.


 


16.        Standstill
Agreement.


 


(a) Except as specifically permitted or
required by this Restricted Stock Award, the Grantee will not, directly or indirectly, without the prior approval of the Company’s
board of directors (the “Company Board”),


 


(i) acquire (or offer, propose
or agree to acquire) any shares of common stock of the Company (“Common Stock”) by any means whatsoever (including
pursuant to this Restrcited Stock Award) if the total number of shares of Common Stock then beneficially owned by the Grantee and
its Affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Grantee’s for
purposes of Section 13(d) of the Exchange Act, exceeds 4.999% of the total number of issued and outstanding shares of Common Stock
(including for such purpose the shares of Common Stock issuable upon any conversion or exercise of another security including a
warrant).  For these purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act
and the rules and regulations promulgated thereunder;


 


(ii) engage, or become a participant,
in any “solicitation” of “proxies” (as such terms are defined in Regulation 14A under the Exchange Act)
or consents to vote any shares of Common Stock;


 


(iii) grant a proxy or otherwise
transfer the right to vote any shares of Common Stock, other than to the Company’s designee(s) pursuant to a proxy solicitation
conducted by or on behalf of the Company Board;


 


(iv) act or seek to control or
influence the management, the Company Board or policies of the Company (including by seeking to call a shareholders meeting, proposing
or nominating any person for election to the Company’s Board, submitting a proposal for action at a shareholders meeting
or by consent of the shareholders in lieu of a meeting, proposing a merger, statutory share exchange or other business combination
or extraordinary corporate transaction, or otherwise);


 


(v) publicly disclose any intention,
plan or arrangement inconsistent with the foregoing; or


 


(vi) advise, assist or encourage
any other persons in connection with any of the foregoing or to do any of the foregoing.


 


(b) The obligations of the Grantee under
this Section shall terminate in the event (i) any bona fide third party tender or exchange offer is publicly announced and commenced
by any person other than the Grantee or an affiliate of the Grantee and any other persons whose beneficial ownership of Common
Stock would be aggregated with the Grantee’s for purposes of Section 13(d) of the Exchange Act for at least 50% of the outstanding
shares of Common Stock that is conditioned upon the offeror receiving tenders for at least 50% of the outstanding shares of Common
Stock, or (ii) the Company enters into any agreement to merge or enter into a statutory share exchange with any person other than
the Grantee or an affiliate of the Grantee or any other persons whose beneficial ownership of Common Stock would be aggregated
with the Grantee’s for purposes of Section 13(d) of the Exchange Act following the closing of which the Common Stock would
cease to be registered under the Exchange Act. All of the provisions of this Section shall be reinstated and shall apply in full
force according to their terms in the event that: (A) if the provisions of Section 16(a) shall have terminated as the result of
clause (i), and such tender or exchange offer (as originally made or as amended or modified) shall have terminated without acquisition
by the offeror of at least 50% of the outstanding shares of Common Stock; or (B) if the provisions of Section 16(a) shall have
terminated as a result of clause (ii), such merger or share exchange agreement shall have been terminated prior to its closing.
Upon reinstatement of the provisions of Section 16(a), the provisions of this Section 16(b) shall continue to govern in the event
that any of the events described in this Section 16(b) shall subsequently occur.


 




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17.        Severability.
In case any one or more of the provisions of this Restricted Stock Agreement shall be invalid or unenforceable in any respect,
the validity and enforceability of the remaining terms and provisions of this Restricted Stock Agreement shall not in any way be
affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall
be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Restricted
Stock Agreement.


 


18.        Entire
Agreement. This Restricted Stock Agreement, together with [____________], constitutes the entire agreement between the
parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations
and undertakings of the parties, whether oral or written, with respect to such subject matter.


 


THE SALE OF THE SECURITIES WHICH ARE THE
SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE
OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS
THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE.
THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED UNLESS THE SALE IS
SO EXEMPT.


 


By signing the cover page of this Agreement
or otherwise accepting this Restricted Stock Award in a manner approved by the Company, you agree to all the terms and conditions
contained in this Agreement.


 




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[Template for awards with performance-based
vesting]


 


Exhibit A to Restricted Stock Agreement


 


Determination of Vesting of Restricted
Shares


 





	Grantee:	 	 





	Grant Date:	 	 





	Target Number of Restricted Shares:	 	 





	Performance Period:	[_________, 20__] – [_________, 20__]	 







 


Subject to the terms of the Restricted Stock Agreement (“Agreement”)
referenced above and to which this Exhibit A is attached and of which it is a part, the number of Shares that will vest as of the
Vesting Date will be determined as provided below. Any capitalized term used in this Exhibit A that is not defined herein will
have the meaning given to it in the Agreement.


 


1.          Vested
Shares. The number of vested Shares is calculated by multiplying the Target Number of Restricted Shares specified on the cover
page of the Agreement by the Performance Multiplier Percentage.


 


2.          Definitions.
For purposes of determining the Performance Multiplier Percentage, the following terms shall have the meanings indicated:


 


 (a)          [             ].




 


(b)          [             ].


 


(c)          “Performance
Multiplier Percentage” means the percentage specified in the following table that corresponds to the [             ].


 


	 	 	Performance
 Multiplier
 Percentage
		 	
	 	 	 
	 	 	 
	 	 	 



3.          Rounding.
In calculating the Performance Multiplier Percentage, percentages shall be rounded to the nearest one-tenth of one percent. In
calculating the number of vested Shares, the number of vested Shares shall be rounded to the nearest whole Share.


 




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