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EXHIBIT 4.5




SNAPin SOFTWARE, INC.




EXERCISE NOTICE AND STOCK PURCHASE AGREEMENT




     By your signature and the signature of the representative of SNAPin Software, Inc. below, you
(“Purchaser”) and the Company agree that you are purchasing shares of the Company’s Common Stock
subject to the terms and conditions of the Company’s 2003 Equity Incentive Plan and this Agreement.
Capitalized terms that are not defined in this Agreement have the meanings given to them in the
Plan.



	 	 	 	 	 
	Purchaser:
	 	 	 	 
	 

	 	 


	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 


	 

	 	
 


	 
	 	 	 	 
	Taxpayer I.D. number:
	 	 	 	 
	 

	 	 


	Total number of shares for
which Option is being exercised
now (these shares are referred
to below as “Shares”):
	 	 	 	 
	 

	 	 


	 
	 	 	 	 
	Total exercise price for Shares:

	 	$	 
	 

	 	 


	 
	 	 	 	 
	(Note: If you are exercising
more than one stock option
under this Agreement, please
complete Attachment A instead
of completing the following
four items):
	 	 	 	 
	 
	 	 	 	 
	Option Grant Date:
	 	 	 	 
	 

	 	 


	 
	 	 	 	 
	Type of Option:

	 	o Incentive Stock Option

	 

	 	o Nonqualified Stock Option

	 
	 	 	 	 
	Exercise price per share:

	 	$	 
	 

	 	 


	 
	 	 	 	 
	Total number of shares subject
to Option:

	 	 








1. Payment of Exercise Price




     Prior to or concurrently with the delivery of this Agreement to the Company, Purchaser has
delivered the exercise price for the Shares in accordance with the terms of the Plan and the
agreement evidencing the applicable Option (the “Option Agreement”).



2. Securities Law Compliance




     2.1 Purchaser represents and warrants that Purchaser (a) has been furnished with a copy of the
Plan and all information which Purchaser deems necessary to evaluate the merits and risks of the
purchase of the Shares, (b) has had the opportunity to ask questions and receive answers concerning
the information received about the Shares and the Company, and (c) has been given the opportunity
to obtain any additional information Purchaser deems



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necessary to verify the accuracy of any information obtained concerning the Shares and the
Company.



     2.2 Purchaser hereby confirms that Purchaser has been informed that the Shares have not been
registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state
securities laws pursuant to exemptions from registration. Purchaser further confirms that
Purchaser understands that the reliance by the Company on such exemptions is predicated in part on
the truth and accuracy of the statements by Purchaser in this Agreement.



     2.3 Purchaser hereby represents and warrants that Purchaser is purchasing the Shares for
Purchaser’s own account, for investment purposes only, and not with a view towards the distribution
or public offering of all or any part of the Shares.



     2.4 Purchaser hereby confirms that Purchaser understands that because the Shares have not been
registered under the Securities Act, Purchaser must continue to bear the economic risk of the
investment for an indefinite period of time and the Shares cannot be sold unless the Shares are
subsequently registered or an exemption from registration is available.



     2.5 Purchaser hereby agrees that Purchaser will in no event sell or distribute all or any part
of the Shares unless (a) there is an effective registration statement under the Securities Act and
applicable state securities laws covering any such transaction involving the Shares or (b) the
Company receives an opinion of Purchaser’s legal counsel (concurred in by legal counsel for the
Company) stating that such transaction is exempt from registration or the Company otherwise
satisfies itself that such transaction is exempt from registration.



     2.6 Purchaser hereby consents to the placing of a legend on Purchaser’s certificate(s) as set
forth in Section 6 and to the placing of a stop-transfer order on the books of the Company and with
any transfer agents against the Shares until the Shares may be legally resold or distributed.



     2.7 Purchaser hereby confirms that Purchaser understands that at the present time Rule 144 of
the Securities and Exchange Commission (the “SEC”) may not be relied on for the resale or
distribution of the Shares by Purchaser. Purchaser understands that the Company has no obligation
to Purchaser to register the Shares with the SEC and has not represented to Purchaser that it will
so register the Shares.



     2.8 Purchaser confirms that Purchaser has been advised, prior to Purchaser’s purchase of the
Shares, that neither the offering of the Shares nor any offering materials have been reviewed by
any administrator under the Securities Act or any other applicable securities act (the “Acts”) and
that the Shares have not been registered under any of the Acts and therefore cannot be resold
unless they are registered under the Acts or unless an exemption from such registration is
available.



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     2.9 Purchaser hereby agrees to indemnify the Company and hold it harmless from and against any
loss, claim or liability, including attorneys’ fees or legal expenses, incurred by
the Company as a result of any breach by Purchaser of, or any inaccuracy in, any
representation, warranty or statement made by Purchaser in this Agreement or the breach by
Purchaser of any terms or conditions of this Agreement.



3. Transfer Restrictions




     3.1 Restrictions on Transfer. Shares will not be sold, transferred, assigned, pledged,
encumbered or otherwise disposed of in contravention of the provisions of this Agreement. Except
as otherwise provided in this Agreement or in the Option Agreement, such restrictions on transfer
will not apply to (a) a gratuitous transfer of the Shares, provided, and only if, Purchaser
obtains the Company’s prior written consent to such transfer, (b) a transfer of title to the Shares
effected pursuant to Purchaser’s will or the laws of intestate succession, or (c) a transfer to the
Company in pledge as security for any purchase-money indebtedness incurred by Purchaser in
connection with the acquisition of the Shares.



     3.2 Transferee Obligations. Each person (other than the Company) to whom the Shares are
transferred by means of one of the permitted transfers specified in Section 3.1 must, as a
condition precedent to the validity of such transfer, acknowledge in writing to the Company that
such person and the Shares transferred to such person are bound by the provisions of this
Agreement, to the same extent the Shares would be so subject if retained by Purchaser.



     3.3 Market Standoff. 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, Purchaser or any transferee (either being
referred to herein as the “Purchaser”) agrees not to sell, make any short sale of, loan,
hypothecate, pledge, assign, grant any option for the purchase of, or otherwise dispose or transfer
for value or agree to engage in any of the foregoing transactions with respect to, any Shares
without the prior written consent of the Company or its underwriters. Such limitations will be in
effect for such period of time as may be requested by the Company or its underwriters;
provided, however, that in no event will such period exceed 180 days. This market
standoff provision will be in effect no longer than two years after the effective date of the
Company’s initial public offering.



4. Company’s Right of First Refusal




     Before any Shares held by Purchaser may be sold or otherwise transferred (including any
assignment, pledge, encumbrance or other disposition of the Shares, but not including a permitted
transfer under Section 3.1), the Company or its assignee will have an assignable right of first
refusal to purchase the Shares on the terms and conditions set forth in this Section 4 (the “Right
of First Refusal”). Such Right of First Refusal shall terminate on the initial registration of the
Common Stock under Section 12(b) or 12(g) of the Exchange Act.



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     4.1 In the event Purchaser desires to accept a bona fide third-party offer for the sale or
transfer of any or all of the Shares, Purchaser will promptly deliver to the Company a
written notice (the “Notice”) stating the terms and conditions of any proposed sale or
transfer, including (a) Purchaser’s bona fide intention to sell or otherwise transfer such Shares,
(b) the name of each proposed purchaser or other transferee (the “Proposed Transferee”), (c) the
number of Shares to be transferred to each Proposed Transferee, and (d) the bona fide cash price or
other consideration for which Purchaser proposes to transfer the Shares (the “Offered Price”).
Purchaser will provide satisfactory proof that the disposition of such shares to such Proposed
Transferee would not be in contravention of the provisions of Section 3 and Purchaser will offer to
sell the Shares at the Offered Price to the Company.



     4.2 At any time within thirty days after receipt of the Notice, the Company or its assignee
may, by giving written notice to Purchaser, elect to purchase all or any portion of the Shares
proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price
determined in accordance with Section 4.3.



     4.3 The purchase price for the Shares purchased under this Section 4 will be the Offered
Price. If the Offered Price includes consideration other than cash, the cash equivalent value of
the noncash consideration will be determined by the Board of Directors of the Company in good
faith.



     4.4 Payment of the purchase price will be made, in the discretion of the Plan Administrator,
either (a) in cash (by check), by cancellation of all or a portion of any outstanding indebtedness
of Purchaser to the Company or such assignee, or by any combination thereof, within thirty days
after receipt of the Notice or (b) in the manner and at the time(s) set forth in the Notice.



     4.5 If any of the Shares proposed in the Notice to be transferred to a given Proposed
Transferee are not purchased by the Company and/or its assignee as provided in this Section 4, then
Purchaser may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered
Price or at a higher price; provided that such sale or other transfer is consummated within
sixty days after the date of the Notice; and provided, further, that any such sale
or other transfer is effected in accordance with any applicable securities laws and the Proposed
Transferee agrees in writing that the provisions of this Section 4 will continue to apply to the
Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not
transferred to the Proposed Transferee within such period, or if Purchaser proposes to change the
price or other terms to make them more favorable to the Proposed Transferee, a new Notice will be
given to the Company, and the Company or its assignee will again be offered the Right of First
Refusal before any Shares held by Purchaser may be sold or otherwise transferred.



     4.6 Notwithstanding any other provision of this Agreement, Purchaser may not deliver a Notice
and the Company may not exercise the Right of First Refusal earlier than six months and one day
following the date of this Agreement (or any shorter period determined by



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the Company to be
sufficient to avoid a charge to the Company’s earnings for financial reporting purposes).




5. Company’s Repurchase Right for Vested Shares




     5.1 The Company or its assignee will have the right to repurchase the Shares (the “Repurchase
Right for Vested Shares”) in the event Purchaser terminates employment with or services to the
Company or a Related Company for any reason whatsoever, including, without limitation, termination
with or without Retirement, Disability, death or Cause. Such Repurchase Right for Vested Shares
shall terminate upon the Company’s initial public offering of securities in an offering registered
under the Securities Act.



     5.2 The Company may exercise the Repurchase Right for Vested Shares by giving Purchaser
written notice within sixty days after the date of Purchaser’s termination of employment with or
services to the Company or a Related Company (or exercise of the Option, if later). Such notice
will indicate the Company’s election to exercise the Repurchase Right for Vested Shares, the number
of Shares to be repurchased by the Company and the per-share repurchase price. If the Company
fails to give notice within such sixty-day period, the Repurchase Right for Vested Shares will
terminate unless, to the extent permitted by applicable law, Purchaser and the Company have
extended the time for the exercise of the Repurchase Right for Vested Shares.



     5.3 Payment of the repurchase price will be made, at the option of the Company, either in cash
(by check), by cancellation of all or a portion of any outstanding indebtedness of Purchaser to the
Company, or by any combination thereof, within thirty days after the Company mails written notice
of exercise of the Repurchase Right for Vested Shares. No interest will be paid on such amount.



     5.4 The repurchase price for the Shares subject to the Repurchase Right for Vested Shares will
be equal to the aggregate Fair Market Value of such Shares on the date the Company mails written
notice of exercise of the Repurchase Right for Vested Shares. Purchaser will deliver the
certificate(s) representing the Shares subject to the Repurchase Right for Vested Shares, duly
endorsed for transfer to the Company, at the same time the Company delivers payment to Purchaser.



     5.5 Notwithstanding any other provision of this Agreement, the Company may not exercise the
Repurchase Right for Vested Shares earlier than six months and one day following the date of this
Agreement (or any shorter period determined by the Company to be sufficient to avoid a charge to
the Company’s earnings for financial reporting purposes) (the “Holding Period”). To the extent a
Holding Period is necessary to avoid such an accounting charge and to the extent permitted by
applicable law, the sixty-day period specified in Section 5.2 will begin to run on the last day of
such Holding Period.



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6. Legends




     Purchaser understands and agrees that the Shares are subject to first refusal and/or
repurchase rights, as set forth in this Agreement. Purchaser understands that the certificate(s)
representing the Shares will bear legends in substantially the following forms:



     “The securities represented by this certificate are subject to certain restrictions on public
resale and transfer and first refusal and repurchase rights held by the issuer and/or its
assignee(s) and may not be sold, assigned, transferred, encumbered or in any way disposed of except
as set forth in a stock purchase agreement between the issuer and the original purchaser of these
shares, a copy of which may be obtained at the principal office of the issuer. Such transfer
restrictions and first refusal and/or repurchase rights are binding on transferees of these
shares.”



     “The securities represented by this certificate have not been registered under the Securities
Act of 1933, as amended (the “Act”), or under applicable state securities laws. These securities
are subject to restrictions on transferability and resale and may not be transferred or resold
except as permitted under the Act and applicable state securities laws, pursuant to registration or
exemption therefrom. Investors should be aware that they may be required to bear the financial
risks of this investment for an indefinite period of time. The issuer of these securities may
require an opinion of counsel in form and substance satisfactory to the issuer to the effect that
the proposed transfer or resale is in compliance with the Act and any applicable state securities
laws.”



7. Stop-Transfer Notices




     Purchaser understands and agrees 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, if any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records. The Company will not be required to
(a) transfer on its books any Shares that have been sold or transferred in violation of the
provisions of this Agreement or (b) treat as the owner of the Shares, or otherwise accord voting,
dividend or liquidation rights to, any transferee to whom the Shares have been transferred in
contravention of this Agreement.



8. Independent Tax Advice




     Purchaser acknowledges that determining the actual tax consequences to each particular
Purchaser of exercising the Option or disposing of the Shares may be complicated. These tax
consequences will depend, in part, on Purchaser’s specific situation and may also depend on the
resolution of currently uncertain tax law, and other variables not within the control of the
Company. Purchaser is aware that Purchaser should consult a competent and independent tax advisor
for a full understanding of the specific tax consequences to Purchaser prior to exercising the
Option or disposing of the Shares. Prior to exercising the Option, Purchaser either has consulted
with a competent tax advisor independent of the



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Company to obtain tax advice concerning the
exercise of the Option in light of Purchaser’s specific situation or has had the opportunity to
consult with such a tax advisor but has chosen not to do so.




9. Withholding and Disposition of Shares




     As described in the Option Agreement, Purchaser will make arrangements satisfactory to the
Company for the payment of any federal, state, local or foreign withholding tax obligations that
arise upon purchase of the Shares. If Purchaser is exercising an Incentive Stock Option, Purchaser
agrees to notify the Company if any Shares are disposed of within one year from the date hereof or
two years from the Grant Date.



10. General Provisions




     10.1 Assignment. The Company may assign its first refusal and/or repurchase rights at any
time, whether or not such rights are then exercisable, to any person or entity selected by the
Company’s Board of Directors, including, without limitation, one or more stockholders of the
Company.



     10.2 Notices. Any notice required in connection with (a) the Company’s first refusal and/or
repurchase rights or (b) the disposition of any Shares covered thereby will be given in writing and
will be deemed effective upon personal delivery or upon deposit in the U.S. mail, registered or
certified, postage prepaid and addressed to the party entitled to such notice at the address
indicated in this Agreement or at such other address as such party may designate by ten days’
advance written notice under this Section 10.2 to all other parties to this Agreement.



     10.3 No Waiver. No waiver of any provision of this Agreement will be valid unless in writing
and signed by the person against whom such waiver is sought to be enforced, nor will failure to
enforce any right hereunder constitute a continuing waiver of the same or a waiver of any other
right hereunder.



     10.4 Cancellation of Shares. If the Company or its assignees will make available, at the time
and place and in the amount and form provided in this Agreement, the consideration for the Shares
to be purchased by the Company pursuant to the exercise of the Company’s first refusal and/or
repurchase rights in accordance with the provisions of this Agreement, then, from and after such
time, the person from whom such Shares are to be repurchased will no longer have any rights as a
Purchaser of such Shares (other than the right to receive payment of such consideration in
accordance with this Agreement). Such Shares will be deemed purchased in accordance with the
applicable provisions of this Agreement and the Company or its assignees will be deemed the owner
and Purchaser of such Shares, whether or not the certificates therefor have been delivered as
required by this Agreement.



     10.5 Purchaser Undertaking. Purchaser hereby agrees to take whatever additional action and
execute whatever additional documents the Company may deem



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necessary or advisable in order to carry
out or effect one or more of the obligations or restrictions imposed on either Purchaser or the
Shares pursuant to the express provisions of this Agreement.




     10.6 Agreement Is Entire Contract. This Agreement constitutes the entire contract between the
parties hereto with regard to the subject matter hereof. This Agreement is made pursuant to the
provisions of the Plan and will in all respects be construed in conformity with the express terms
and provisions of the Plan.



     10.7 Successors and Assigns. The provisions of this Agreement will inure to the benefit of,
and be binding on, the Company and its successors and assigns and Purchaser and Purchaser’s legal
representatives, heirs, legatees, distributees, assigns and transferees by operation of law,
whether or not any such person will have become a party to this Agreement and agreed in writing to
join herein and be bound by the terms and conditions hereof.



     10.8 No Employment or Service Contract. Nothing in this Agreement will affect in any manner
whatsoever the right or power of the Company, or a Related Company, to terminate Purchaser’s
employment or services on behalf of the Company, for any reason, with or without cause.



     10.9 Stockholder of Record. Purchaser will be recorded as a stockholder of the Company and
will have, subject to the provisions of this Agreement and the Plan, all the rights of a
stockholder with respect to the Shares.



     10.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which
will be deemed an original, but which, upon execution, will constitute one and the same instrument.



     10.11 Governing Law. This Agreement will be governed by and construed in accordance with the
laws of the State of Washington.



     IN WITNESS WHEREOF, the parties have executed this Agreement on the date indicated below.



	 	 	 	 	 
	 	SNAPin SOFTWARE, INC.

 	 
	 	By:  	
 	 
	 	 	Title: 	 	 
	 	 	Address: 	 	 
	 	 	 	 	 
	 	 	Date: 	 	 
	 
	 
	 
	 	 	Purchaser 	 
	 
	 
	 	 	Printed Name 	 



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     By his or her signature below, the spouse of Purchaser, if such Purchaser is legally married
as of the date of his or her execution of this Agreement, acknowledges that he or she has read this
Agreement and the Plan and is familiar with the terms and provisions of this Agreement and of the
Plan, and agrees to be bound by all the terms and conditions of this Agreement and the Plan.



	 	 	 	 	 
	 	Dated:   
                   
      
                     

 	 
	 	
 	 
	 	Spouse’s Signature 	 
	 	 	 
	 	
 	 
	 	Printed Name 	 
	 	 	 
	 




     By his or her signature below, Purchaser represents that he or she is not legally married as
of the date of executing this Agreement.



	 	 	 	 	 
	 	Dated:   
                   
      
                     

 	 
	 	 	 
	 	
 	 
	 	Purchaser’s Signature 	 
	 	 	 
	 




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ATTACHMENT A




(To be completed only if you are exercising more than one Option)




          Please complete for each Option you are exercising.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Type of Option:	 	 	 	 
	 	 	Incentive Stock Option (“ISO”)	 	 	 	 
	 	 	Nonqualified Stock Option	 	Exercise Price	 	Number of Shares
	Option Grant Date	 	(“NSO”) (please circle one)	 	Per Share	 	to be Exercised
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	ISO/NSO	 	$	 	 	 	 	 	 
	 
	 	ISO/NSO	 	$	 	 	 	 	 	 
	 
	 	ISO/NSO	 	$	 	 	 	 	 	 
	 
	 	ISO/NSO	 	$	 	 	 	 	 	 
	 
	 	ISO/NSO	 	$	 	 	 	 	 	 







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RECEIPT




    
               
                
                
               hereby
acknowledges receipt from    
               
               
               
             in payment for
                                         shares of Common Stock of SNAPin Software, Inc., a Delaware corporation, of
$                                         in the form of




	 	o 	 	 Cash
	 
	 	o  	 	Check (personal, cashier’s or bank certified)
	 
	 	o  	 	Wire Transfer
	 
	 	o  	 	

                
              
  shares of the Company’s Common Stock, fair market value $ 
              
                per
share, held by the Purchaser for a period of at least six months
	 
	 	o  	 	Copy of irrevocable instructions to broker
	 
	 	o  	 	Other:                                                             





	 	 	 	 	 
	 	 	 
	Exercise Date:          
             
                 
          
                    	By:  	

 	 
	 	 	 	 
	FMV on such date:  $       
                         
            
 	 	
For:  SNAPin Software, Inc. 	 
	 




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