EX-10.3



 Exhibit 10.3 

YODLEE, INC. 
 1999
STOCK PLAN 
 STOCK OPTION AGREEMENT 

Unless otherwise defined herein, the terms defined in the Yodlee, Inc. 1999 Stock Plan (the “Plan”) shall have the same defined
meanings in this Option Agreement. 
  

	I.	NOTICE OF STOCK OPTION GRANT 

 [Name] 

[Address] 
 You have been granted
an option to purchase Common Stock of Yodlee, Inc. (the “Company”), subject to the terms and conditions of the Plan and this Option Agreement, as follows: 
  

			
	 Date of Grant
	  	
		
	 Vesting Commencement Date
	  	
		
	 Exercise Price per Share
	  	$                                      
  
		
	 Total Number of Shares Granted
	  	
		
	 Total Exercise Price
	  	$                                      
  
		
	 Type of Option:
	  	             Incentive Stock Option
		
		  	              Nonstatutory Stock Option

		
	 Term/Expiration Date:
	  	

 Exercise and Vesting Schedule: 

This Option may be exercised by the Optionee named in the Notice of Stock Option Grant (the “Optionee”), in whole or in part, at such
times as established under the Company’s policies regarding exercise of options or as otherwise permitted by the Company. The Shares subject to this Option shall vest according to the following schedule: 

[25% of the Shares subject to the Option shall vest twelve months after the Vesting Commencement Date, and 1/48th of the Shares subject to the
Option shall vest each month thereafter, subject to your continuing to be a Service Provider on such dates.] 

  
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 [Acceleration of Vesting in Certain Events: 

Notwithstanding the foregoing, in the event of a Change of Control (as defined below) of the Company that occurs while Optionee is a Service
Provider, 25% of the then unvested Shares subject to the Option shall become vested and exercisable. If Optionee is subject to an Involuntary Termination (as defined below) by the Company or a successor corporation (as applicable) without Cause (as
defined below) within twelve (12) months following a Change in Control of the Company, then in addition Optionee shall vest in and have the right to exercise an additional 25% of the then unvested Shares (as of such Involuntary Termination)
subject to the Option. After any acceleration of vesting, the Option will continue to be subject to the terms and conditions of the Plan and this Option Agreement. 

“Change of Control” shall mean the occurrence of any of the following events: (i) a merger or consolidation of the Company with
any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or
(ii) the approval by the shareholders of the Company of a plan of complete liquidation of the Company; or (iii) the sale or disposition by the Company of all or substantially all of the Company’s assets. 

“Involuntary Termination” shall mean (i) without the Optionee’s express written consent, a significant reduction of the
Optionee’s duties, position or responsibilities relative to the Optionee’s duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Optionee from such position, duties and responsibilities,
unless the Optionee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as,
for example, when the Chief Financial Officer of the Company remains as such following a Change of Control but is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”;
(ii) without the Optionee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Optionee immediately prior to such
reduction; (iii) without the Optionee’s express written consent, a reduction by the Company of the Optionee’s base salary as in effect immediately prior to such reduction; (iv) without the Optionee’s express written consent,
a material reduction by the Company in the kind or level of employee benefits to which the Optionee is entitled immediately prior to such reduction with the result that the Optionee’s overall benefits package lacks basic and customary benefits;
(v) without the Optionee’s express written consent, the relocation of the Optionee to a facility or a location more than fifty (50) miles from his/her current location; (vi) any purported termination of the Optionee by the
Company which is not effected for Cause; or (vii) the failure of the Company to obtain the assumption of this Agreement by any successors in connection with a Change of Control. 

“Cause” shall mean (i) any act of personal dishonesty taken by the Optionee in connection with his responsibilities as a
Service Provider which is intended to result in substantial personal enrichment of the Optionee, (ii) Optionee’s conviction of a felony which the Board reasonably 

  
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believes has had or will have a material detrimental effect on the Company’s reputation or business, (iii) a willful act by the Optionee which constitutes misconduct and is injurious to
the Company, or (iv) continued willful violations by the Optionee of the Optionee’s obligations to the Company after there has been delivered to the Optionee a written demand for performance from the Company which describes the basis for
the Company’s belief that the Optionee has not substantially performed his duties.] 
 Termination Period: 

This Option may be exercised, to the extent it is then vested, for three (3) months after Optionee ceases to be a Service Provider. Upon
Optionee’s death or disability, this Option may be exercised, to the extent it is then vested, for one (1) year after Optionee ceases to be a Service Provider. In no event shall this Option be exercised later than the Term/Expiration Date
as provided above. 
  

	II.	AGREEMENT 

 1. Grant of Option. The Plan Administrator of the Company hereby
grants to the Optionee an option (the “Option”) to purchase the number of Shares set forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option Grant (the “Exercise Price”),
and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 14(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms
and conditions of the Plan shall prevail. 
 If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this
Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock
Option (“NSO”). 
 2. Exercise of Option. This Option shall be exercisable during its term in accordance with the
provisions of Section 9 of the Plan as follows: 
 (a) Right to Exercise 

(i) This Option shall be exercisable during its term in accordance with the vesting schedule set forth in the Notice of Grant and with the
applicable provisions of the Plan and this Option Agreement. 
 (ii) This Option may not be exercised for a fraction of a Share. 

(b) Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A
(the “Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Company. The
Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate
Exercise Price. 

  
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 No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such
exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. 

3. Optionee’s Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended, at
the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto
as Exhibit B. 
 4. Lock-Up Period. Optionee hereby agrees that, if so requested by the Company or any representative of
the underwriters (the “Managing Underwriter”) in connection with any registration of the offering of any securities of the Company under the Securities Act, Optionee shall not sell, pledge, margin, or otherwise transfer any Shares or
other securities of the Company during the 180-day period (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the “Market Standoff
Period”) following the effective date of a registration statement of the Company filed under the Securities Act. Such restriction shall apply only to the first registration statement of the Company to become effective under the Securities
Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act. The Company may impose stop-transfer instructions with respect to
securities subject to the foregoing restrictions until the end of such Market Standoff Period. 
 5. Method of Payment. Payment of
the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee: 
 (a) cash, check
or cash equivalent; 
 (b) consideration received by the Company under a formal cashless exercise program adopted by the Company in
connection with the Plan; 
 (c) surrender of other Shares which, (i) in the case of Shares acquired upon exercise of an option, have
been owned by the Optionee for more than six (6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares; or 

(d) with the Administrator’s consent, delivery of Optionee’s promissory note ( the “Note”) in the amount of the aggregate
Exercise Price of the exercised Shares, together with the execution and delivery by the Optionee a security agreement (the “Security Agreement”), the form of both the Note and Security Agreement to be provided by the Administrator. The
Note shall bear interest at the “applicable federal rate” prescribed under the Code and its regulations at time of purchase, and shall be secured by a pledge of the Shares purchased by the Note pursuant to the Security Agreement. 

6. Restrictions on Exercise. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the
Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law. 

  
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 7. Non-Transferability of Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee. 
 8. Term of Option. This Option may be exercised only within the term set out in the Notice
of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option. 
 9. Tax
Consequences. Set forth below is a brief summary as of the date of this Option of some of the federal tax consequences of exercise of this Option and disposition of the Shares. This summary is necessarily incomplete, and the tax laws and
regulations are subject to change. The optionee should consult a tax advisor before exercising this option or disposing of the shares. 

(a) Exercise of ISO. If this Option qualifies as an ISO, there will be no regular federal income tax liability upon the exercise of the
Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal tax purposes and may subject the Optionee to the
alternative minimum tax in the year of exercise. 
 (b) Exercise of ISO Following Disability. If the Optionee ceases to be an
Employee as a result of a disability that is not a total and permanent disability, as defined in Section 22(e)(3) of the Code, to the extent permitted on the date of termination, the Optionee must exercise an ISO within three months of such
termination for the ISO to be qualified as an ISO. 
 (c) Exercise of Nonstatutory Stock Option. There may be a regular federal
income tax liability upon the exercise of a Nonstatutory Stock Option. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on
the date of exercise over the Exercise Price. If Optionee is an Employee or a former Employee, the Company may be required to withhold from Optionee’s compensation or collect from Optionee and pay to the applicable taxing authorities an amount
in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. 

(d) Disposition of Shares. In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the
Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and at least two years after the Date of Grant, any
gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain
realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price 

  
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and the lesser of (i) the Fair Market Value of the Shares on the date of exercise, or (ii) the sale price of the Shares. Different rules may apply if the Shares are subject to a
substantial risk of forfeiture (within the meaning of Section 83) at the time of purchase. Any additional gain will be taxed as capital gain, short-term depending on the period that the ISO Shares were held. 

(e) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or
otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two years after the Date of Grant, or (ii) the date one year after the date of exercise, the Optionee shall immediately notify the
Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee. 

10. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the
entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely
to the Optionee’s interest except by means of a writing signed by the Company and Optionee. [Without limiting the generality of the foregoing, and for purposes of clarification, the accelerated vesting provisions contained in Section I of this
Option Agreement shall supercede and replace, with respect to this Option, any acceleration of vesting or other similar terms contained in any other agreement with the Optionee, including any employment offer letter or agreement. ]This agreement is
governed by the internal substantive laws but not the choice of law rules of the State of California. 
 11. No Guarantee of Continued
Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS
OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY
TIME, WITH OR WITHOUT CAUSE. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
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 Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar
with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior
to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this
Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. 
  

							
	OPTIONEE:	 		 	YODLEE, INC.
	   
	 		 	By:	 	  

	Signature	 		 		 	
		 		 	  

		 		 	Name
	  
	 		 	  

	Print Name	 		 	Title
				
	Residence Address:	 		 		 	
	  
	 		 		 	
	  
	 		 		 	


  
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 EXHIBIT A 

1999 STOCK PLAN 

EXERCISE NOTICE 
 Yodlee, Inc. 

3600 Bridge Parkway 
 2nd Floor 
 Redwood City, CA 94065 

Attention: Corporate Secretary 
 1. Exercise
of Option. Effective as of today,             ,         , the undersigned (“Optionee”) hereby elects to exercise Optionee’s option
to purchase          shares of the Common Stock (the “Shares”) of Yodlee, Inc. (the “Company”) under and pursuant to the 1999 Stock Plan (the “Plan”) and the
[    ] Incentive [    ] Nonstatutory Stock Option Agreement dated              (the “Option Agreement”). 

2. Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option
Agreement. 
 3. Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the
Option Agreement and agrees to abide by and be bound by their terms and conditions. 
 4. Rights as Stockholder. Until the issuance
of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the
Optioned Stock, notwithstanding the exercise of the Option. The Shares shall be issued to the Optionee as soon as practicable after the Option is exercised. No adjustment shall be made for a dividend or other right for which the record date is prior
to the date of issuance except as provided in Section 12 of the Plan. 
 5. Company’s Right of First Refusal. Before any
Shares held by Optionee or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right
of first refusal to purchase the Shares on the terms and conditions set forth in this Section (the “Right of First Refusal”). 

(a) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”)
stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred
to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the
Company or its assignee(s). 







 (b) Exercise of Right of First Refusal. At any time within thirty (30) days after
receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the
purchase price determined in accordance with subsection (c) below. 
 (c) Purchase Price. The purchase price (“Purchase
Price”) for the Shares purchased by the Company or its assignee(s) under this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the
non-cash consideration shall be determined by the Board of Directors of the Company in good faith. 

(d) Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by
cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within 30 days after receipt of the Notice or in the manner
and at the times set forth in the Notice. 
 (e) Holder’s Right to Transfer. If all 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(s) as provided in this Section, then the Holder 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 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee
agrees in writing that the provisions of this Section shall 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, a new
Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 

(f) Exception for Certain Family Transfers. Anything to the contrary contained in this Section notwithstanding, the transfer of
any or all of the Shares during the Optionee’s lifetime or on the Optionee’s death by will or intestacy to the Optionee’s immediate family or a trust for the benefit of the Optionee’s immediate family shall be exempt from the
provisions of this Section. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so
transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section. 

(g) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the first sale of Common
Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended. 

  
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 6. Tax Consultation. Optionee understands that Optionee may suffer adverse tax
consequences as a result of Optionee’s purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and
that Optionee is not relying on the Company for any tax advice. 
 7. Restrictive Legends and
Stop-Transfer Orders. 
 (a) Legends. Optionee understands and agrees that the Company
shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal
securities laws: 
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY
NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION IS IN COMPLIANCE THEREWITH. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND
RIGHT OF FIRST REFUSAL OPTIONS HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER
RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 
 (b)
Stop-Transfer Notices. Optionee agrees that, in order to ensure compliance with the restrictions referred to herein, 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. 

(c) Refusal to Transfer. 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 purchaser or other transferee to whom such Shares shall have been so
transferred. 
 (d) Market Standoff Period. The Optionee acknowledges and agrees that the Shares issued hereby are subject to
Section 4 of the Option Agreement, which precludes the sale, pledge, margin or other transfer of the Shares during the Market Standoff Period. 

8. Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this
Agreement shall inure to the benefit of the 

  
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successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Optionee and his or her heirs, executors, administrators,
successors and assigns. 
 9. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by
Optionee or by the Company forthwith to the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all parties. 

10. Governing Law; Severability. This Agreement is governed by the internal substantive laws, but not the choice of law rules, of the
State of California. 
 11. Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Agreement, the
Plan, the Restricted Stock Purchase Agreement, the Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. 

 

					
	Submitted by:	 		 	Accepted by:
			
	OPTIONEE:	 		 	YODLEE, INC.
			
	  
	 		 	  

	 Signature
	 		 	By:
			
	  
	 		 	  

	Print Name	 		 	Its
			
	Address:	 		 	
	  
	 		 	
	  
	 		 	  

		 		 	Date Received


  
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 EXHIBIT B 

INVESTMENT REPRESENTATION STATEMENT 
  

			
	OPTIONEE:	  	 
		
	COMPANY:	  	YODLEE, INC.
		
	SECURITY:	  	COMMON STOCK
		
	AMOUNT:	  	
		
	DATE:	  	

 In connection with the purchase of the above-listed Securities, the undersigned Optionee represents to the
Company the following: 
 (a) Optionee is aware of the Company’s business affairs and financial condition and has acquired sufficient
information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Optionee is acquiring these Securities for investment for Optionee’s own account only and not with a view to, or for resale in connection
with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 

(b) Optionee acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have
not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee’s investment intent as expressed herein. In this connection,
Optionee understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Optionee’s representation was predicated solely upon a present intention to hold these Securities for
the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future. Optionee further
understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under
no obligation to register the Securities. Optionee understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is not
required in the opinion of counsel satisfactory to the Company and any other legend required under applicable state securities laws. 
 (c)
Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the
issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at 







 
the time of the grant of the Option to the Optionee, the exercise will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the
satisfaction of certain of the conditions specified by Rule 144, including: (1) the resale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker (as said
term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information about the Company, (3) the amount of Securities being sold during any three month period not
exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable. 
 In the event that
the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than
one year after the later of the date the Securities were sold by the Company or the date the Securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate,
or by a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of the paragraph immediately above. 

(d) Optionee further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration
under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has
expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from
registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any such other
registration exemption will be available in such event. 
  

			
	Signature of Optionee:
		
	   
	 	   

		
	 Date:
	 	            ,         



  
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 YODLEE, INC. 

1999 STOCK PLAN 
 STOCK
OPTION AGREEMENT FOR INDIAN EMPLOYEES 
 Unless otherwise defined herein, the terms defined in the Yodlee, Inc. 1999 Stock Plan (the
“Plan”) shall have the same defined meanings in this Stock Option Agreement. 
  

	I.	NOTICE OF STOCK OPTION GRANT 

 [Name] 

[Address] 
 You have been granted
an Option to purchase Common Stock of Yodlee, Inc. (the “Company”), subject to the terms and conditions of the Plan and this Option Agreement, as follows: 
  

			
	Date of Grant	  	 
		
	Vesting Commencement Date	  	
		
	Exercise Price per Share	  	$                                     
   
		
	Total Number of Shares Granted	  	
		
	Total Exercise Price	  	$                                     
   
		
	Type of Option:	  	             Incentive Stock Option
		
		  	             Nonstatutory Stock Option
		
	Term/Expiration Date:	  	

 Vesting Schedule: 

This Option shall be exercisable, in whole or in part, according to the following vesting schedule: 

[25% of the Shares subject to the Option shall vest twelve months after the Vesting Commencement Date, and 1/48th of the Shares subject to the
Option shall vest each month thereafter, subject to your continuing to be a Service Provider on such dates.] 







 Termination Period: 

This Option shall be exercisable for three (3) months after Optionee ceases to be a Service Provider for any reason other than death or
Disability and for one (1) year after Optionee ceases to be a Service Provider due to Optionee’s death or Disability (as applicable, the “Exercise Period”). Nevertheless, if at the end of the Exercise Period Optionee (or if
applicable, Optionee’s estate, beneficiaries or personal representative) has exercised this Option to the maximum extent permitted under the Reserve Bank of India regulations (or any other similar Applicable Law) and there remains Optioned
Stock not yet exercised, then this Option shall be exercisable for thirty (30) days after each date Optionee (or if applicable, Optionee’s estate, beneficiaries or personal representative) once again becomes eligible to exercise this
Option under the Reserve Bank of India regulations (or any other similar Applicable Law) until this Option is exercised in full, provided that during each applicable 30-day period following the end of the
Exercise Period that Optionee (or if applicable, Optionee’s estate, beneficiaries or personal representative) exercises this Option to the maximum extent permitted under the Reserve Bank of India regulations (or any other similar Applicable
Law). If after any applicable 30-day period, Optionee (or if applicable, Optionee’s estate, beneficiaries or personal representative) does not exercise this Option to the maximum extent permitted under
the Reserve Bank of India regulations (or any other similar Applicable Law), it shall terminate and no longer be exercisable. Notwithstanding the foregoing, should the Common Stock be publicly traded on a nationally recognized stock exchange or
quotation system, this Option shall be exercisable until the later of (i) the Exercise Period, or (ii) three (3) months following the Lock-Up Period (as defined in Section 4 below).
In no event may this Option be exercised after the Term/Expiration Date as provided above. 
  

	I.	AGREEMENT 

 1. Grant of Option. The Plan Administrator of the Company
hereby grants to the Optionee named in the Notice of Stock Option Grant (the “Optionee”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Stock Option Grant, at the exercise price per Share
set forth in the Notice of Stock Option Grant (the “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 14(c) of the Plan, in the event of a conflict
between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail. 
 If designated
in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code
Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“NSO”). 
 2. Exercise of Option. 

(a) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of
Grant and with the applicable provisions of the Plan and this Option Agreement. 

  
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 (b) Method of Exercise. This Option shall be exercisable by delivery of an exercise notice
in the form attached as Exhibit A (the “Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and
agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully
executed Exercise Notice accompanied by the aggregate Exercise Price. 
 No Shares shall be issued pursuant to the exercise of an Option
unless such issuance and such exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such
Shares. 
 3. Optionee’s Representations. In the event the Shares have not been registered under the Securities Act of 1933, as
amended, (the “Securities Act”) at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment
Representation Statement in the form attached hereto as Exhibit C. 
 4. Lock-Up
Period. Optionee hereby agrees that Optionee shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise
transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any Common Stock (or other securities) of the Company held by Optionee (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to
exceed one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act (the “Lock-Up Period”). 

Optionee agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are
consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Optionee shall provide,
within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed
under the Securities Act. The obligations described in this Section shall not apply to a registration relating solely to employee benefit plans on Form S-1 or
Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or
similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of the Lock-Up Period. Optionee agrees that any transferee of any Option shall be bound by this Section. 

  
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 5. Method of Payment. Payment of the aggregate Exercise Price shall be required upon
exercise and shall consist solely of (a) cash or check, to the extent permitted under Reserve Bank of India regulations, or (b) consideration received by the Company under a formal cashless exercise program adopted by the Company in
connection with the Plan, as set forth in Exhibit B hereto. 
 6. Restrictions on Exercise. This Option may not be
exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable
Law. 
 7. Non-Transferability of Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee. 
 8. Term of Option. This Option may be exercised only within the term set out in the Notice
of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option. 
 9. Tax
Consequences. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s receipt of this Option or the purchase or disposition of the Shares. OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ANY TAX
CONSULTANTS OPTIONEE DEEMS ADVISABLE AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE. 
 10. Entire Agreement;
Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the
internal substantive laws but not the choice of law rules of the State of California. 
 11. No Guarantee of Continued Service.
OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR
ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A
SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE. 

  
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 Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar
with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior
to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this
Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. 
  

					
	OPTIONEE	 		 	YODLEE, INC.
	  
	 		 	  

	Signature	 		 	By
			
	  
	 		 	  

	Print Name	 		 	Print Name
			
	Residence Address:	 		 	  

		 		 	Title
			
	  
	 		 	
	  
	 		 	


  
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 EXHIBIT A 

1999 STOCK PLAN 

EXERCISE NOTICE 
 Yodlee, Inc. 

3600 Bridge Parkway 
 Second Floor 

Redwood City, CA 94065 
 Attention: Corporate Secretary 

1. Exercise of Option. Effective as of today,             ,
        , the undersigned (“Optionee”) hereby elects to exercise Optionee’s option to purchase          shares of the Common Stock (the
“Shares”) of Yodlee, Inc. (the “Company”) under and pursuant to the 1999 Stock Plan (the “Plan”) and the Stock Option Agreement dated              ,
         (the “Option Agreement”). 
 2. Delivery of Payment. Purchaser
herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option. 

3. Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement
and agrees to abide by and be bound by their terms and conditions. 
 4. Rights as Shareholder. Until the issuance of the Shares (as
evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Shares shall be issued to the Optionee as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment shall be made for a dividend or other right for which
the record date is prior to the date of issuance except as provided in Section 12 of the Plan. 
 5. Company’s Right of First
Refusal. Before any Shares held by Optionee or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its
assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section (the “Right of First Refusal”). 

(a) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”)
stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred
to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the
Company or its assignee(s). 







 (b) Exercise of Right of First Refusal. At any time within thirty (30) days after
receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the
purchase price determined in accordance with subsection (c) below. 
 (c) Purchase Price. The purchase price (“Purchase
Price”) for the Shares purchased by the Company or its assignee(s) under this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the
non-cash consideration shall be determined by the Board of Directors of the Company in good faith. 

(d) Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by
cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or
in the manner and at the times set forth in the Notice. 
 (e) Holder’s Right to Transfer. If all 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(s) as provided in this Section, then the Holder 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 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed
Transferee agrees in writing that the provisions of this Section shall 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,
a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 

(f) Exception for Certain Family Transfers. Anything to the contrary contained in this Section notwithstanding, the transfer of any or
all of the Shares during the Optionee’s lifetime or on the Optionee’s death by will or intestacy to the Optionee’s immediate family or a trust for the benefit of the Optionee’s immediate family shall be exempt from the provisions
of this Section. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred
subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section. 

(g) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the
first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded. 

  
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 6. Tax Consultation. Optionee understands that Optionee may suffer adverse tax
consequences as a result of Optionee’s purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and
that Optionee is not relying on the Company for any tax advice. 
 7. Restrictive Legends and Stop-Transfer Orders. 

(a) Legends. Optionee understands and agrees that the Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE
THEREWITH. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY
THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST
REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 
 (b) Stop-Transfer Notices. Optionee agrees that, in order to ensure compliance
with the restrictions referred to herein, 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. 
 (c) Refusal to Transfer. 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 Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to
whom such Shares shall have been so transferred. 
 8. Successors and Assigns. The Company may assign any of its rights under this
Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice shall be binding upon
Optionee and his or her heirs, executors, administrators, successors and assigns. 

  
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 9. Interpretation. Any dispute regarding the interpretation of this Exercise Notice shall
be submitted by Optionee or by the Company forthwith to the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all parties. 

10. Governing Law. This Exercise Notice is governed by the internal substantive laws but not the choice of law rules, of the State of
California. 
 11. Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the
Plan, the Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and
Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. 

 

					
	Submitted by:	 		 	Accepted by:
			
	OPTIONEE	 		 	YODLEE, INC.
	  
	 		 	  

	Signature	 		 	By
			
	  
	 		 	  

	Print Name	 		 	Title
			
	Address:	 		 	Address:
	  
	 		 	3600 Bridge Parkway, 2nd Floor
	  
	 		 	Redwood City, CA 94065
			
		 		 	  

		 		 	Date Received


  
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 EXHIBIT B 

CASHLESS EXERCISE PROGRAM 
 The Cashless
Exercise Program (referenced in the Option Agreement) provides that the Optionee, upon exercise of an Option, will receive cash or Common Stock, or a combination thereof, equal to the difference between the Option exercise price and the Fair Market
Value of the Common Stock on the exercise day. The transaction will be consummated through a broker, who will sell all or a portion of the Optioned Stock on the open market. A portion of the proceeds from such sale will be transferred to the Company
in satisfaction of the Optionee’s exercise price. Any remaining Common Stock or cash will be remitted to the Optionee. No cash or other property will be transferred out of India. 

Example: 
 Assume a 5,000 share option grant, a Fair
Market Value and exercise price of US$10 per share at the time of grant, and a Fair Market Value on the date of exercise of US$15 per share. The Optionee may receive the following: 

 

							
	-total market value	 	 	 	 	= US$75,000
			
	-total exercise price	 				 	= US$50,000
			
	-profit	 				 	= US$25,000
			
	-cash	 				 	= US$25,000
			
		 	 	or	  	 	
		 	  
	  
	 	 	
			
	-shares	 				 	= US$25,000/15 = 1,666

 So the Optionee receives US$25,000 (in Indian Rupees) or 1,666 shares without any cash expenditures, and needs to pay taxes on
any cash amount received. Any shares received will be taxable when sold. The Optionee is free to choose any combination of cash and Common Stock. 







 EXHIBIT C 

INVESTMENT REPRESENTATION STATEMENT 
  

			
		
	OPTIONEE:	  	
		
	COMPANY:	  	YODLEE, INC.
		
	SECURITY:	  	COMMON STOCK
		
	AMOUNT:	  	
		
	DATE:	  	

 In connection with the purchase of the above-listed Securities, the undersigned Optionee represents to the
Company the following: 
 (a) Optionee is aware of the Company’s business affairs and financial condition and has acquired sufficient
information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Optionee is acquiring these Securities for investment for Optionee’s own account only and not with a view to, or for resale in connection
with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 

(b) Optionee acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have
not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee’s investment intent as expressed herein. In this connection,
Optionee understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Optionee’s representation was predicated solely upon a present intention to hold these Securities for
the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future. Optionee further
understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under
no obligation to register the Securities. Optionee understands that the certificate evidencing the Securities will be imprinted with any legend required under applicable state securities laws. 

(c) Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in
substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain
conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt from registration under the Securities Act. In the event the Company becomes
subject to the reporting requirements of 







 
Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement
may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including: (1) the resale being made through a broker in an unsolicited
“broker’s transaction” or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information
about the Company, (3) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable. 

In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in
certain limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date the Securities were sold by an
affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than two
years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of the paragraph immediately above. 

(d) Optionee further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration
under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption
from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any such other
registration exemption will be available in such event. 
  

			
	Signature of Optionee:
	
	  

		
	 Date:
	 	            ,         



  
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