exv4w3



 





Exhibit 4.3




ENTONE TECHNOLOGIES, INC.

2003 STOCK PLAN




SUMMARY OF STOCK PURCHASE




     By your signature and the signature of the Company’s representative below, you and the Company
agree that you are purchasing shares subject to the terms and conditions of the Entone
Technologies, Inc. 2003 Stock Plan and the Stock Purchase Agreement, both of which are attached to
and made a part of this document.



	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name of Purchaser:	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Total Number of Purchased Shares:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Purchase Price Per Share:
	 	 	$	 	 	 
	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Date of Offer:	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Date of Purchase:	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Vesting Commencement Date:	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Vesting Schedule:	 	 	 	 	 	The Right of Repurchase shall lapse with
respect to the first twenty five percent
(25%) of the Purchased Shares when the
Purchaser completes twelve (12) months
of continuous Service after the Vesting
Commencement Date. The Right of
Repurchase shall lapse with respect to
an additional 2.08333% of the Purchased
Shares when the Purchaser completes each
month of continuous Service thereafter.
Notwithstanding the foregoing, this
vesting schedule shall accelerate so
that all unvested shares shall become
vested shares upon a Change in Control
(as defined in the Entone Technologies,
Inc. 2003 Stock Plan) followed by the
termination of Purchaser’s Service with
the Company without cause (as defined in
the Stock Purchase Agreement) within six
(6) months following a Change in
Control.





The Purchase Price must be paid on or before the date of purchase set forth above. If you fail to
pay on time, this offer automatically terminates.




	 	 	 	 	 	 	 	 	 
	PURCHASER:	 	 	 	ENTONE TECHNOLOGIES,	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	 	 	 
	 


	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 






 









 








ENTONE TECHNOLOGIES, INC.

2003 STOCK PLAN:




STOCK PURCHASE AGREEMENT




SECTION 1. ACQUISITION OF SHARES.




          (a) Transfer. On the terms and conditions set forth in the Summary of Stock
Purchase and this Agreement, the Company agrees to transfer to the Purchaser the number of Shares
set forth in the Summary of Stock Purchase. The transfer shall occur at the offices of the Company
on the date of purchase set forth in the Summary of Stock Purchase or at such other place and time
as the parties may agree.




          (b) Consideration. The Purchaser agrees to pay the Purchase Price set forth in the
Summary of Stock Purchase for each Purchased Share. The Purchase Price is agreed to be at least
100% of the Fair Market Value of the Purchased Shares. Payment shall be made in cash or cash
equivalents on the date of purchase set forth in the Summary of Stock Purchase.




          (c) Stock Plan and Defined Terms. The transfer of the Purchased Shares is subject
to the Plan, a copy of which the Purchaser acknowledges having received. The provisions of the
Plan are incorporated into this Agreement by this reference. Capitalized terms are defined in
Section 12 of this Agreement.




SECTION 2. RIGHT OF REPURCHASE.




          (a) Scope of Repurchase Right. Until they vest in accordance with the Summary of
Stock Purchase and Subsection (b) below, the Purchased Shares shall be Restricted Shares and shall
be subject to the Company’s Right of Repurchase. The Right of Repurchase may be exercised
automatically under Subsection (d) below. If the Right of Repurchase is exercised, the Company
shall pay the Purchaser an amount equal to the Purchase Price for each of the Restricted Shares
being repurchased.




          (b) Lapse of Repurchase Right. The Right of Repurchase shall lapse with respect to
the Restricted Shares in accordance with the vesting schedule set forth in the Summary of Stock
Purchase.




          (c) Escrow. Upon issuance, the certificate(s) for Purchased Shares shall be
deposited in escrow with the Company to be held in accordance with the provisions of this
Agreement. Any additional or exchanged securities or other property described in Subsection (f)
below shall immediately be delivered to the Company to be held in escrow. All ordinary cash
dividends on Purchased Shares (or on other securities held in escrow) shall be paid directly to the
Purchaser and shall not be held in escrow. Purchased Shares, together with any other assets held
in escrow under this Agreement, shall be (i) surrendered to the Company for repurchase upon
exercise of the Right of Repurchase or the Right of First Refusal or (ii) released to the Purchaser
upon his or her request to the extent that the Shares have ceased to be Restricted Shares and the
Company’s Right of First Refusal has lapsed (but not more frequently than once every six (6)
months). In any event, all Purchased Shares that have ceased to be Restricted Shares, together
with any other vested assets held in escrow under this Agreement, shall be released within ninety
(90) days after the earlier of (1) the termination of the Purchaser’s Service or (2) the lapse of
the Right of First Refusal.




          (d) Exercise of Repurchase Right. The Company shall be deemed to have exercised its
Right of Repurchase automatically for all Restricted Shares as of the commencement of the
Repurchase Period, unless the Company during the Repurchase Period notifies the holder of the
Restricted Shares pursuant to Section 9 that it will not exercise its Right of Repurchase for some
or all of the Restricted Shares. During the Repurchase Period, the Company shall pay to the holder
of the Restricted Shares the purchase price determined under Subsection (a) above for the
Restricted Shares being repurchased. Payment shall be made in cash or cash equivalents and/or by
canceling indebtedness to the Company incurred by the Purchaser in the purchase of the




 









 







Restricted Shares. The certificate(s) representing the Restricted Shares being repurchased
shall be delivered to the Company properly endorsed for transfer.




          (e) Termination of Rights as Stockholder. If the Right of Repurchase is exercised
in accordance with this Section 2 and the Company makes available the consideration for the
Restricted Shares being repurchased, then the person from whom the Restricted Shares are
repurchased shall no longer have any rights as a holder of the Restricted Shares (other than the
right to receive payment of such consideration). Such Restricted Shares shall be deemed to have
been repurchased pursuant to this Section 2, whether or not the certificate(s) for such Restricted
Shares have been delivered to the Company or the consideration for such Restricted Shares has been
accepted.




          (f) Additional or Exchanged Securities and Property. In the event of a merger or
consolidation of the Company with or into another entity, any other corporate reorganization, a
stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend
payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a
recapitalization or a similar transaction affecting the Company’s outstanding securities, any
securities or other property (including cash or cash equivalents) that are by reason of such
transaction exchanged for, or distributed with respect to, any Restricted Shares shall immediately
be subject to the Right of Repurchase. Appropriate adjustments to reflect the exchange or
distribution of such securities or property shall be made to the number and/or class of the
Restricted Shares. Appropriate adjustments shall also be made to the price per share to be paid
upon the exercise of the Right of Repurchase, provided that the aggregate purchase price payable
for the Restricted Shares shall remain the same. In the event of a merger or consolidation of the
Company with or into another entity or any other corporate reorganization, the Right of Repurchase
may be exercised by the Company’s successor.




          (g) Transfer of Restricted Shares. The Purchaser shall not transfer, assign,
encumber or otherwise dispose of any Restricted Shares without the Company’s written consent,
except as provided in the following sentence. The Purchaser may transfer Restricted Shares to one
or more members of the Purchaser’s Immediate Family or to a trust established by the Purchaser for
the benefit of the Purchaser and/or one or more members of the Purchaser’s Immediate Family,
provided in either case that the Transferee agrees in writing on a form prescribed by the Company
to be bound by all provisions of this Agreement. If the Purchaser transfers any Restricted Shares,
then this Agreement shall apply to the Transferee to the same extent as to the Purchaser.




          (h) Acceleration of Vesting The vesting schedule set forth in the Summary of Stock
Purchase shall accelerate so that all unvested shares shall become vested shares upon (i) a Change
in Control (as defined in the Plan) followed by (ii) the termination of Purchaser’s Service with
the Company without cause within six (6) months following a Change in Control. “Cause” as used
herein means the occurrence of any of the following events, as determined in the reasonable good
faith judgment of the Board: (a) disregard or neglect by Purchaser of his duties, provided,
however, that the Purchaser shall have received notice of such disregard or neglect and reasonable
time and opportunity to resolve such issues; (b) insubordination having a material adverse effect;
(c) the conviction of Purchaser of a felony with moral turpitude or other criminal conduct
involving fraud, dishonesty, theft or misappropriation; (d) a breach by Purchaser of any applicable
duty of loyalty to the Company; (e) unauthorized use by Purchaser of any material tangible or
intangible Company asset, which use has an adverse impact on the Company; (f) gross negligence by
Purchaser that has an adverse impact on the Company; (g) a material breach of this Agreement by
Purchaser; or (h) any breach of Purchaser’s obligations of confidentiality under this Agreement or
the Company’s Proprietary Information and Inventions Agreement.




SECTION 3. RIGHT OF FIRST REFUSAL.




          (a) Right of First Refusal. In the event that the Purchaser proposes to sell,
pledge or otherwise transfer to a third party any Purchased Shares, or any interest in Purchased
Shares, the Company shall have the Right of First Refusal with respect to all (and not less than
all) of such Purchased Shares. If the Purchaser desires to transfer Purchased Shares, the
Purchaser shall give a written Transfer Notice to the Company describing fully the proposed
transfer, including the number of Purchased Shares proposed to be transferred, the proposed
transfer price, the name and address of the proposed Transferee and proof satisfactory to the
Company that the proposed sale or transfer will not violate any applicable federal or state
securities laws. The Transfer Notice shall be




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signed both by the Purchaser and by the proposed Transferee and must constitute a binding
commitment of both parties to the transfer of the Purchased Shares. The Company shall have the
right to purchase all, and not less than all, of the Purchased Shares on the terms of the proposal
described in the Transfer Notice (subject, however, to any change in such terms permitted under
Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within
thirty (30) days after the date when the Transfer Notice was received by the Company. The
Company’s rights under this Subsection (a) shall be freely assignable, in whole or in part.




          (b) Transfer of Shares. If the Company fails to exercise its Right of First Refusal
within thirty (30) days after receiving the Transfer Notice, the Purchaser may, not later than
ninety (90) days after the Company received the Transfer Notice, conclude a transfer of the
Purchased Shares subject to the Transfer Notice on the terms and conditions described in the
Transfer Notice, provided that any such sale is made in compliance with applicable federal and
state securities laws and not in violation of any other contractual restrictions to which the
Purchaser is bound. Any proposed transfer on terms and conditions different from those described
in the Transfer Notice, as well as any subsequent proposed transfer by the Purchaser, shall again
be subject to the Right of First Refusal and shall require compliance with the procedure described
in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall
consummate the sale of the Purchased Shares on the terms set forth in the Transfer Notice within
sixty (60) days after the Company received the Transfer Notice (or within such longer period as may
have been specified in the Transfer Notice); provided, however, that in the event the Transfer
Notice provided that payment for the Purchased Shares was to be made in a form other than cash or
cash equivalents paid at the time of transfer, the Company shall have the option of paying for the
Purchased Shares with cash or cash equivalents equal to the present value of the consideration
described in the Transfer Notice.




          (c) Additional or Exchanged Securities and Property. In the event of a merger or
consolidation of the Company with or into another entity, any other corporate reorganization, a
stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend
payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a
recapitalization or a similar transaction affecting the Company’s outstanding securities, any
securities or other property (including cash or cash equivalents) that are by reason of such
transaction exchanged for, or distributed with respect to, any Purchased Shares subject to this
Section 3 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to
reflect the exchange or distribution of such securities or property shall be made to the number
and/or class of the Purchased Shares subject to this Section 3.




          (d) Termination of Right of First Refusal. Any other provision of this Section 3
notwithstanding, in the event that the Stock is readily tradable on an established securities
market when the Purchaser desires to transfer Purchased Shares, the Company shall have no Right of
First Refusal, and the Purchaser shall have no obligation to comply with the procedures prescribed
by Subsections (a) and (b) above.




          (e) Permitted Transfers. This Section 3 shall not apply to (i) a transfer by
beneficiary designation, will or intestate succession or (ii) a transfer to one or more members of
the Purchaser’s Immediate Family or to a trust established by the Purchaser for the benefit of the
Purchaser and/or one or more members of the Purchaser’s Immediate Family, provided in either case
that the Transferee agrees in writing on a form prescribed by the Company to be bound by all
provisions of this Agreement. If the Purchaser transfers any Purchased Shares, either under this
Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this
Agreement shall apply to the Transferee to the same extent as to the Purchaser.




          (f) Termination of Rights as Stockholder. If the Company makes available, at the
time and place and in the amount and form provided in this Agreement, the consideration for the
Shares to be purchased in accordance with this Section 3, then after such time the person from whom
such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other
than the right to receive payment of such consideration in accordance with this Agreement). Such
Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof,
whether or not the certificate(s) therefor have been delivered as required by this Agreement.




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SECTION 4. OTHER RESTRICTIONS ON TRANSFER.




          (a) Purchaser Representations. In connection with the issuance and acquisition of
Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as
follows:





          (i) The Purchaser is acquiring and will hold the Purchased Shares for
investment for his or her account only and not with a view to, or for resale in connection
with, any “distribution” thereof within the meaning of the Securities Act.




          (ii) The Purchaser understands that the Purchased Shares have not been
registered under the Securities Act by reason of a specific exemption therefrom and that the
Purchased Shares must be held indefinitely, unless they are subsequently registered under
the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance
satisfactory to the Company and its counsel, that such registration is not required. The
Purchaser further acknowledges and understands that the Company is under no obligation to
register the Purchased Shares.




          (iii) The Purchaser is aware of the adoption of Rule 144 by the Securities
and Exchange Commission under the Securities Act, which permits limited public resales of
securities acquired in a non-public offering, subject to the satisfaction of certain
conditions, including (without limitation) the availability of certain current public
information about the issuer, the resale occurring only after the holding period required by
Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s
transaction,” and the amount of securities being sold during any three (3)-month period not
exceeding specified limitations. The Purchaser acknowledges and understands that the
conditions for resale set forth in Rule 144 have not been satisfied and that the Company has
no plans to satisfy these conditions in the foreseeable future.




          (iv) The Purchaser will not sell, transfer or otherwise dispose of the
Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or
the rules promulgated thereunder, including Rule 144 under the Securities Act. The
Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he
or she has complied with all requirements of this Agreement applicable to the disposition of
Purchased Shares and he or she has provided the Company with written assurances, in
substance and form satisfactory to the Company, that (A) the proposed disposition does not
require registration of the Purchased Shares under the Securities Act or all appropriate
action necessary for compliance with the registration requirements of the Securities Act or
with any exemption from registration available under the Securities Act (including Rule 144)
has been taken and (B) the proposed disposition will not result in the contravention of any
transfer restrictions applicable to the Purchased Shares under the securities laws or
regulations of any State.




          (v) The Purchaser has been furnished with, and has had access to, such
information as he or she considers necessary or appropriate for deciding whether to invest
in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and
receive answers from the Company regarding the terms and conditions of the issuance of the
Purchased Shares.




          (vi) The Purchaser is aware that his or her investment in the Company is a
speculative investment that has limited liquidity and is subject to the risk of complete
loss. The Purchaser is able, without impairing his or her financial condition, to hold the
Purchased Shares for an indefinite period and to suffer a complete loss of his or her
investment in the Purchased Shares.



          (b) Securities Law Restrictions. Regardless of whether the offering and sale of
Shares under the Plan have been registered under the Securities Act or have been registered or
qualified under the securities laws of any state, the Company at its discretion may impose
restrictions upon the sale, pledge or other transfer of the Purchased Shares (including the
placement of appropriate legends on stock certificates or the imposition of stop-transfer
instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in
order to achieve compliance with the Securities Act, the securities laws of any state or any other
law.




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          (c) Market Stand-Off. In connection with any underwritten public offering by the
Company of its equity securities pursuant to an effective registration statement filed under the
Securities Act, including the Company’s initial public offering, the Purchaser shall not directly
or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any
option or other contract for the purchase of, purchase any option or other contract for the sale
of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions
with respect to, any Purchased Shares without the prior written consent of the Company or its
underwriters. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time
following the date of the final prospectus for the offering as may be requested by the Company or
such underwriters. In no event, however, shall such period exceed one hundred eighty (180) days.
The Market Stand-Off shall in any event terminate two (2) years after the date of the Company’s
initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock
split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the
Company’s outstanding securities without receipt of consideration, any new, substituted or
additional securities which are by reason of such transaction distributed with respect to any
Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall
immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the
Company may impose stop-transfer instructions with respect to the Purchased Shares until the end of
the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the
agreement set forth in this Subsection (c). This Subsection (c) shall not apply to Shares
registered in the public offering under the Securities Act, and the Purchaser shall be subject to
this Subsection (c) only if the directors and officers of the Company are subject to similar
arrangements.




          (d) Rights of the Company. The Company shall not be required to (i) transfer on its
books any Purchased Shares that have been sold or transferred in contravention of this Agreement or
(ii) treat as the owner of Purchased Shares, or otherwise to accord voting, dividend or liquidation
rights to, any transferee to whom Purchased Shares have been transferred in contravention of this
Agreement.




SECTION 5. SUCCESSORS AND ASSIGNS.




          Except as otherwise expressly provided to the contrary, the provisions of this Agreement shall
inure to the benefit of, and be binding upon, the Company and its successors and assigns and be
binding upon the Purchaser and the Purchaser’s legal representatives, heirs, legatees,
distributees, assigns and transferees by operation of law, whether or not any such person has
become a party to this Agreement or has agreed in writing to join herein and to be bound by the
terms, conditions and restrictions hereof.




SECTION 6. NO RETENTION RIGHTS.




          Nothing in this Agreement or in the Plan shall confer upon the Purchaser any right to continue
in Service for any period of specific duration or interfere with or otherwise restrict in any way
the rights of the Company (or any Parent or Subsidiary employing or retaining the Purchaser) or of
the Purchaser, which rights are hereby expressly reserved by each, to terminate his or her Service
at any time and for any reason, with or without cause.




SECTION 7. TAX ELECTION.




          The acquisition of the Purchased Shares may result in adverse tax consequences that may be
avoided or mitigated by filing an election under Code Section 83(b). Such election may be filed
only within thirty (30) days after the date of purchase set forth in the Summary of Stock Purchase.
The form for making the Code Section 83(b) election is attached to this Agreement as an Exhibit.
The Purchaser should consult with his or her tax advisor to determine the tax consequences of
acquiring the Purchased Shares and the advantages and disadvantages of filing the Code Section
83(b) election. The Purchaser acknowledges that it is his or her sole responsibility, and not the
Company’s, to file a timely election under Code Section 83(b), even if the Purchaser requests the
Company or its representatives to make this filing on his or her behalf.




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SECTION 8. LEGENDS.





All certificates evidencing Purchased Shares shall bear the following legends:




“THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED,
TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN
COMPLIANCE WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY
AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN
INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS TO THE COMPANY
CERTAIN RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE
SHARES AND CERTAIN REPURCHASE RIGHTS UPON TERMINATION OF SERVICE
WITH THE COMPANY. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN
REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF
WITHOUT CHARGE.”




“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF
UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY
AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”


If required by the authorities of any state in connection with the issuance of the Purchased
Shares, the legend or legends required by such state authorities shall also be endorsed on all such
certificates.




SECTION 9. NOTICE.




          Any notice required by the terms of this Agreement shall be given in writing. It shall be
deemed effective upon (i) personal delivery, (ii) deposit with the United States Postal Service, by
registered or certified mail, with postage and fees prepaid or (iii) deposit with Federal Express
Corporation, with shipping charges prepaid. Notice shall be addressed to the Company at its
principal executive office and to the Purchaser at the address that he or she most recently
provided to the Company in accordance with this Section 9.




SECTION 10. ENTIRE AGREEMENT.




          The Summary of Stock Purchase, this Agreement and the Plan constitute the entire contract
between the parties hereto with regard to the subject matter hereof. They supersede any other
agreements, representations or understandings (whether oral or written and whether express or
implied) which relate to the subject matter hereof.




SECTION 11. CHOICE OF LAW.




          This Agreement shall be governed by, and construed in accordance with, the laws of the State
of California, as such laws are applied to contracts entered into and performed in such State.




SECTION 12. DEFINITIONS.




          (a) “Agreement” shall mean this Stock Purchase Agreement.




          (b) “Board of Directors” shall mean the Board of Directors of the Company, as
constituted from time to time or, if a Committee has been appointed, such Committee.




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          (c) “Code” shall mean the Internal Revenue Code of 1986, as amended.




          (d) “Committee” shall mean a committee of the Board of Directors, as described in
Section 2 of the Plan.




          (e) “Company” shall mean Entone Technologies, Inc., a Delaware corporation.




          (f) “Consultant” shall mean a person who performs bona fide services for the
Company, a Parent or a Subsidiary as a consultant or advisor, excluding Employees and Outside
Directors.




          (g) “Employee” shall mean any individual who is a common-law employee of the
Company, a Parent or a Subsidiary.




          (h) “Fair Market Value” shall mean the fair market value of a Share, as determined
by the Board of Directors in good faith. Such determination shall be conclusive and binding on all
persons.




          (i) “Immediate Family” shall mean any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law and shall include adoptive relationships.




          (j) “Outside Director” shall mean a member of the Board of Directors who is not an
Employee.




          (k) “Parent” shall mean any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, if each of the corporations other than the Company
owns stock possessing 50% or more of the total combined voting power of all classes of stock in one
of the other corporations in such chain.




          (l) “Plan” shall mean the Entone Technologies, Inc. 2003 Stock Plan, as amended.




          (m) “Purchased Shares” shall mean the Shares purchased by the Purchaser pursuant to
this Agreement.




          (n) “Purchase Price” shall mean the amount for which one Share may be purchased
pursuant to this Agreement, as specified in the Summary of Stock Purchase.




          (o) “Purchaser” shall mean the person named in the Summary of Stock Purchase.




          (p) “Repurchase Period” shall mean a period of ninety (90) consecutive days
commencing on the date when the Purchaser’s Service terminates for any reason, including (without
limitation) death or disability.




          (q) “Restricted Share” shall mean a Purchased Share that is subject to the Right of
Repurchase.




          (r) “Right of First Refusal” shall mean the Company’s right of first refusal
described in Section 3.




          (s) “Right of Repurchase” shall mean the Company’s right of repurchase described in
Section 2.




          (t) “Securities Act” shall mean the Securities Act of 1933, as amended.




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          (u) “Service” shall mean service as an Employee, Outside Director or Consultant.




          (v) “Share” shall mean one share of Stock, as adjusted in accordance with Section 8
of the Plan (if applicable).




          (w) “Stock” shall mean the Common Stock of the Company.




          (x) “Subsidiary” shall mean any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company, if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations in such chain.




          (y) “Summary of Stock Purchase” shall mean the document so entitled to which this
Agreement is attached.




          (z) “Transferee” shall mean any person to whom the Purchaser has directly or
indirectly transferred any Purchased Share.




          (aa) “Transfer Notice” shall mean the notice of a proposed transfer of Purchased
Shares described in Section 3.





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EXHIBIT 1




SECTION 83(b) ELECTION



This statement is made under Section 83(b) of the Internal Revenue Code of 1986, as amended,
pursuant to Treasury Regulations 
Section 1.83-2.




     1. The taxpayer who performed the services is:



	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Social Security No.:	 	 	 	 
	 

	 	 	 	 

	 	 






     2. The property with respect to which the election is made is
              
       shares of the common stock of Entone Technologies, Inc.



     3. The property was transferred on                                          ___,                   
  .



     4. The taxable year for which the election is made is the calendar year                     .



     5. The property is subject to a repurchase right pursuant to which the issuer has
the right to acquire the property at the original purchase price if for any reason taxpayer’s
service with the issuer terminates. The issuer’s repurchase right lapses in a series of
installments over a
              
      -year period ending on 
               
              
            ___,
              
      .



     6. The fair market value of such property at the time of transfer (determined
without regard to any restriction other than a restriction which by its terms will never lapse) is
$               
      per share.



     7. The amount paid for such property is $                     per share.



     8. A copy of this statement was furnished to Entone Technologies, Inc., for whom
taxpayer rendered the services underlying the transfer of such property.



     9.
 This statement is executed on        
             
               
      ___,        
             .



	 	 	 	 	 	 	 
	 

Signature of Spouse (if any)

	 	 	 	 

Signature of Taxpayer
	 	 





Within thirty (30) days after the date of purchase, this election must be filed with the Internal
Revenue Service Center where the Purchaser files his or her federal income tax returns. The filing
should be made by registered or certified mail, return receipt requested. The Purchaser must (a)
file a copy of the completed form with his or her federal tax return for the current tax year and
(b) deliver an additional copy to the Company.