**Exhibit 10.21**

 

**MYSPACE, INC.**

 

**2005 EQUITY INCENTIVE PLAN**

 

1. Purposes of the Plan. The purposes of the MySpace, Inc. 2005 Equity Incentive Plan are to attract and retain the best available personnel forpositions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options orNon-Qualified Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan. 

 

2. Definitions. As used herein, the following definitions shall apply: 

 

(a) “Acquisition” means (i) a dissolution, liquidation or sale of all or substantially all of the assets ofthe Company; (ii) a merger or consolidation in which the Company is not the surviving corporation; or (iii) a reverse merger in which the Company is the surviving corporation but the shares of the Company’s common stock outstanding immediatelypreceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise. 

 

(b) “Administrator” means the Board or the Committee responsible for conducting the general administration of the Plan, as applicable, inaccordance with Section 4 hereof. 

 

(c) “ApplicableLaws” means the requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listedor quoted and the applicable laws of any foreign country or jurisdiction where Options or Stock Purchase Rights are granted under the Plan. 

 

(d) “Board” means the Board of Directors of the Company. 

 

(e) “Code” means the Internal Revenue Code of 1986, as amended, or any successor statute or statutesthereto. Reference to any particular Code section shall include any successor section. 

 

(f) “Committee” means a committee appointed by the Board in accordance with Section 4 hereof. 

 

(g) “Common Stock” means the Common Stock of the Company, par value $0.001 per share. 

 

(h) “Company” means MySpace, Inc., a Delaware corporation.

 

(i) “Consultant” means any consultant oradviser if: (i) the consultant or adviser renders bona fide services to the Company or any Parent or Subsidiary of the Company; (ii) the services rendered by the consultant or adviser are not in connection with the offer or sale of securities in acapital-raising transaction and do not directly or indirectly promote or maintain 

a market for the Company’s securities; and (iii) the consultant or adviser is a natural person who has contracted directly with the Company or anyParent or Subsidiary of the Company to render such services. 

 

(j) “Director” means a member of the Board. 

 

(k) “Employee” means any person, including an Officer or Director, who is an employee (as defined in accordance with Section 3401(c) of the Code) of the Company or any Parent or Subsidiary of the Company. A Service Providershall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. For purposes of IncentiveStock Options, no such leave may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient,by itself, to constitute “employment” by the Company. 

 

(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto. Reference to any particular Exchange Act section shall include any successor section. 

 

(m) “Fair Market Value” means, as of any date, the value ofa share of Common Stock determined as follows: 

 

(i) If theCommon Stock is listed on any established stock exchange or a national market system, including, without limitation, the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closingsales price for a share of such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such othersource as the Administrator deems reliable; 

 

(ii) If theCommon Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for a share of the Common Stock on the last market trading dayprior to the day of determination; or 

 

(iii) In the absence ofan established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator. 

 

(n) “Holder” means a person who has been granted or awarded an Option or Stock Purchase Right or who holds Shares acquired pursuant tothe exercise of an Option or Stock Purchase Right. 

 

(o)“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and which is designated as an Incentive Stock Option by the Administrator. 

 

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(p) “Independent Director” means a Director who is not an Employee of the Company.

 

(q) “Non-Qualified Stock Option” means anOption (or portion thereof) that is not designated as an Incentive Stock Option by the Administrator, or which is designated as an Incentive Stock Option by the Administrator but fails to qualify as an incentive stock option within the meaning ofSection 422 of the Code. 

 

(r) “Officer” meansa person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 

 

(s) “Option” means a stock option granted pursuant to the Plan. 

 

(t) “Option Agreement” means a written agreement between the Company and a Holder evidencing the terms andconditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. 

 

(u) “Parent” means any corporation, whether now or hereafter existing (other than the Company), in an unbroken chain of corporationsending with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing more than fifty percent of the total combined voting power of all classes of stock in one of the other corporations insuch chain. 

 

(v) “Plan” means this MySpace,Inc. 2005 Equity Incentive Plan. 

 

(w) “Public TradingDate” means the first date upon which Common Stock of the Company is listed (or approved for listing) upon notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a nationalmarket security on an interdealer quotation system. 

 

(x)“Restricted Stock” means Shares acquired pursuant to the exercise of an unvested Option in accordance with Section 10(h) below or pursuant to a Stock Purchase Right granted under Section 12 below. 

 

(y) “Rule 16b-3” means that certain Rule 16b-3 under theExchange Act, as such Rule may be amended from time to time. 

 

(z) “Securities Act” means the Securities Act of 1933, as amended, or any successor statute or statutes thereto. Reference to any particular Securities Act section shall include any successor section. 

 

(aa) “Service Provider” means an Employee, Director orConsultant. 

 

(bb) “Share” means a share ofCommon Stock, as adjusted in accordance with Section 13 below. 

 

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(cc) “Stock Purchase Right” means a right to purchase Common Stock pursuant to Section12 below. 

 

(dd) “Subsidiary” means anycorporation, whether now or hereafter existing (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 morethan fifty percent of the total combined voting power of all classes of stock in one of the other corporations in such chain. 

 

3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the shares of stock subject to Options or Stock Purchase Rightsshall be Common Stock, par value $0.001 per share. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares which may be issued upon exercise of such Options or Stock Purchase Rights is 401,618 Shares. Sharesissued upon exercise of Options or Stock Purchase Rights may be authorized but unissued, or reacquired Common Stock. If an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, the unpurchased Shareswhich were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). Shares which are delivered by the Holder or withheld by the Company upon the exercise of an Option or Stock Purchase Rightunder the Plan, in payment of the exercise price thereof or tax withholding thereon, may again be optioned, granted or awarded hereunder, subject to the limitations of this Section 3. If Shares of Restricted Stock are repurchased by the Company,such Shares shall become available for future grant under the Plan. Notwithstanding the provisions of this Section 3, no Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as anIncentive Stock Option under Section 422 of the Code. 

 

4.Administration of the Plan. 

 

(a) Administrator.Unless and until the Board delegates administration to a Committee as set forth below, the Plan shall be administered by the Board. The Board may delegate administration of the Plan to a Committee or Committees of one or more members of the Board,and the term “Committee” shall apply to any person or persons to whom such authority has been delegated. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powerstheretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee orsubcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. Notwithstanding the foregoing, however, from and after the Public Trading Date, a Committee ofthe Board shall administer the Plan and the Committee shall consist solely of two or more Independent Directors each of whom is both an “outside director,” within the meaning of Section 162(m) of the Code, and a “non-employeedirector” within the meaning of Rule 16b-3. Within the scope of such authority, the Board or the Committee may (i) delegate to a committee of one or more members of the Board who are not Independent Directors the authority to grant awards underthe Plan to eligible persons who are either (1) not then “covered employees,” within the meaning of Section 162(m) of the Code and are not expected to be “covered employees” at the time of recognition of income resulting fromsuch award or (2) not persons with respect to whom the Company wishes 

 

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to comply with Section 162(m) of the Code and/or (ii) delegate to a committee of one or more members of the Board who are not “non-employeedirectors,” within the meaning of Rule 16b-3, the authority to grant awards under the Plan to eligible persons who are not then subject to Section 16 of the Exchange Act. The Board may abolish the Committee at any time and revest in the Boardthe administration of the Plan. Appointment of Committee members shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written notice to the Board. Vacancies in the Committee may only be filled bythe Board. 

 

(b) Powers of the Administrator. Subject tothe provisions of the Plan and the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its sole discretion: 

 

(i) to determine the Fair Market Value; 

 

(ii) to select the Service Providers to whom Options and Stock PurchaseRights may from time to time be granted hereunder; 

 

(iii) todetermine the number of Shares to be covered by each such award granted hereunder; 

 

(iv) to approve forms of agreement for use under the Plan; 

 

(v) to determine the terms and conditions of any Option or Stock Purchase Right granted hereunder (such terms and conditions include, but are not limited to, the exercise price, the time or times when Options or StockPurchase Rights may vest or be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or Stock Purchase Right or the Common Stockrelating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine); 

 

(vi) to determine whether to offer to buyout a previously granted Option as provided in subsection 10(i) and to determine the terms and conditions ofsuch offer and buyout (including whether payment is to be made in cash or Shares); 

 

(vii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment underforeign tax laws; 

 

(viii) to allow Holders to satisfywithholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or Stock Purchase Right that number of Shares having a Fair Market Value equal to the minimum amount required to be withheldbased on the statutory withholding rates for federal and state tax purposes that apply to supplemental taxable income. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to bedetermined. All elections by Holders to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable; 

 

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(ix) to amend the Plan or any Option or Stock Purchase Right granted under the Plan as provided inSection 15; and 

 

(x) to construe and interpret the terms ofthe Plan and awards granted pursuant to the Plan and to exercise such powers and perform such acts as the Administrator deems necessary or desirable to promote the best interests of the Company which are not in conflict with the provisions of thePlan. 

 

(c) Effect of Administrator’s Decision. Alldecisions, determinations and interpretations of the Administrator shall be final and binding on all Holders. 

 

5. Eligibility. Non-Qualified Stock Options and Stock Purchase Rights may be granted to Service Providers. Incentive Stock Options may be grantedonly to Employees. If otherwise eligible, an Employee or Consultant who has been granted an Option or Stock Purchase Right may be granted additional Options or Stock Purchase Rights. 

 

6. Limitations. 

 

(a) Each Option shall be designated by the Administrator in the Option Agreement as either an Incentive Stock Option or a Non-Qualified Stock Option.However, notwithstanding such designations, to the extent that the aggregate Fair Market Value of Shares subject to a Holder’s Incentive Stock Options and other incentive stock options granted by the Company, any Parent or Subsidiary, whichbecome exercisable for the first time during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options or other options shall be treated as Non-Qualified Stock Options. 

 

For purposes of this Section 6(a), Incentive Stock Options shall be takeninto account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the time of grant. 

 

(b) Neither the Plan, any Option nor any Stock Purchase Right shall confer upon a Holder any right with respect to continuing the Holder’s employmentor consulting relationship with the Company, nor shall they interfere in any way with the Holder’s right or the Company’s right to terminate such employment or consulting relationship at any time, with or without cause. 

 

(c) No Service Provider shall be granted, in any calendar year, Options orStock Purchase Rights to purchase more than 200,000 Shares; *provided, however,* that the foregoing limitation shall not apply prior to the Public Trading Date and, following the Public Trading Date, the foregoing limitation shall not applyuntil the earliest of: (i) the first material modification of the Plan (including any increase in the number of shares reserved for issuance under the Plan in accordance with Section 3); (ii) the issuance of all of the shares of Common Stockreserved for issuance under the Plan; (iii) the expiration of the Plan; (iv) the first meeting of stockholders at which Directors of the Company are to be elected that occurs after the close of the third calendar year following the calendar year inwhich occurred the first registration of an equity security of the Company under Section 12 of the Exchange Act; or (v) such other date required by Section 162(m) of the Code and the rules and regulations promulgated thereunder. The foregoinglimitation shall be adjusted proportionately in connection with any change in the 

 

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Company’s capitalization as described in Section 13. For purposes of this Section 6(c), if an Option is canceled in the same calendar year it wasgranted (other than in connection with a transaction described in Section 13), the canceled Option will be counted against the limit set forth in this Section 6(c). For this purpose, if the exercise price of an Option is reduced, the transactionshall be treated as a cancellation of the Option and the grant of a new Option. 

 

7. Term of Plan. The Plan shall become effective upon its initial adoption by the Board and shall continue in effect until it is terminated under Section 15 of the Plan. No Options or Stock Purchase Rights maybe issued under the Plan after the tenth (10th) anniversary of the earlier of (i) the date upon which the Plan is adopted by the Board or (ii) the date the Plan is approved by the stockholders. 

 

8. Term of Option. The term of each Option shall be stated in theOption Agreement; *provided, however*, that the term shall be no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Holder who, at the time the Option is granted, owns (or is treatedas owning under Code Section 424) stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be five (5) years from the date of grant or suchshorter term as may be provided in the Option Agreement. 

 

9.Option Exercise Price and Consideration. 

 

(a) The pershare exercise price for the Shares to be issued upon exercise of an Option shall be such price as is determined by the Administrator, but shall be subject to the following: 

 

(i) In the case of an Incentive Stock Option 

 

(A) granted to an Employee who, at the time of grant of such Option, owns (or is treated as owning under Code Section 424)stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than one hundred ten percent (110%) of the Fair Market Value perShare on the date of grant. 

 

(B) granted to any otherEmployee, the per Share exercise price shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. 

 

(ii) In the case of a Non-Qualified Stock Option 

 

(A) granted to a Service Provider who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power ofall classes of stock of the Company or any Parent or Subsidiary, the exercise price shall be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of the grant. 

 

(B) granted to any other Service Provider, the per Share exercise priceshall be no less than eighty-five percent (85%) of the Fair Market Value per Share on the date of grant. 

 

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(iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price other thanas required above pursuant to a merger or other corporate transaction. 

 

(b) The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at thetime of grant). Such consideration may consist of (1) cash, (2) check, (3) with the consent of the Administrator, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under theCode) and payable upon such terms as may be prescribed by the Administrator, (4) with the consent of the Administrator, other Shares which (x) in the case of Shares acquired from the Company, have been owned by the Holder for more than six (6)months on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (5) with the consent of the Administrator, surrendered Sharesthen issuable upon exercise of the Option having a Fair Market Value on the date of exercise equal to the aggregate exercise price of the Option or exercised portion thereof, (6) property of any kind which constitutes good and valuableconsideration, (7) with the consent of the Administrator, delivery of a notice that the Holder has placed a market sell order with a broker with respect to Shares then issuable upon exercise of the Options and that the broker has been directed topay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, *provided,* that payment of such proceeds is then made to the Company upon settlement of such sale, or (8) with the consent ofthe Administrator, any combination of the foregoing methods of payment. 

 

10. Exercise of Option. 

 

(a) Vesting;Fractional Exercises. Options granted hereunder shall be vested and exercisable according to the terms hereof at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement; *provided,however*, that, except with regard to Options granted to Officers, Directors or Consultants, in no event shall an Option granted hereunder become vested and exercisable at a rate of less than twenty percent (20%) per year over five (5) years fromthe date the Option is granted, subject to reasonable conditions, such as continuing to be a Service Provider. An Option may not be exercised for a fraction of a Share. 

 

(b) Deliveries upon Exercise. All or a portion of an exercisable Option shall be deemed exercised upon delivery ofall of the following to the Secretary of the Company or his or her office: 

 

(i) A written or electronic notice complying with the applicable rules established by the Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Holder or otherperson then entitled to exercise the Option or such portion of the Option; 

 

(ii) Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with Applicable Laws. The Administrator may, in its sole discretion, also takewhatever additional actions it deems appropriate to effect such compliance, including, without limitation, placing legends on share certificates and issuing stop transfer notices to agents and registrars; 

 

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(iii) Upon the exercise of all or a portion of an unvested Option pursuant to Section 10(h), aRestricted Stock purchase agreement in a form determined by the Administrator and signed by the Holder or other person then entitled to exercise the Option or such portion of the Option; and 

 

(iv) In the event that the Option shall be exercised pursuant to Section10(f) by any person or persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Option. 

 

(c) Conditions to Delivery of Share Certificates. The Company shall not be required to issue or deliver any certificate or certificates for Sharespurchased upon the exercise of any Option or portion thereof prior to fulfillment of all of the following conditions: 

 

(i) The admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; 

 

(ii) The completion of any registration or other qualification of suchShares under any state or federal law, or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body which the Administrator shall, in its sole discretion, deem necessary or advisable;

 

(iii) The obtaining of any approval or other clearance fromany state or federal governmental agency which the Administrator shall, in its sole discretion, determine to be necessary or advisable; 

 

(iv) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may establish from time to time for reasons ofadministrative convenience; and 

 

(v) The receipt by theCompany of full payment for such Shares, including payment of any applicable withholding tax, which in the sole discretion of the Administrator may be in the form of consideration used by the Holder to pay for such Shares under Section 9(b).

 

(d) Termination of Relationship as a Service Provider.If a Holder ceases to be a Service Provider other than by reason of the Holder’s disability or death, such Holder may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent that the Option isvested on the date of termination; *provided*, *however*, that prior to the Public Trading Date, such period of time shall not be less than thirty (30) days (but in no event later than the expiration of the term of the Option as set forthin the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for three (3) months following the Holder’s termination. If, on the date of termination, the Holder is not vested as tohis or her entire Option, the Shares covered by the unvested portion of the Option immediately cease to be issuable under the Option and shall again become available for issuance under the Plan. If, after termination, the Holder does not exercisehis or her Option within the time period specified herein, the Option shall terminate, and the Shares covered by such Option shall again become available for issuance under the Plan. 

 

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(e) Disability of Holder. If a Holder ceases to be a Service Provider as a result of theHolder’s disability, the Holder may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent the Option is vested on the date of termination;*provided*, *however*, that prior to thePublic Trading Date, such period of time shall not be less than six (6) months (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement,the Option shall remain exercisable for twelve (12) months following the Holder’s termination. If such disability is not a “disability” as such term is defined in Section 22(e)(3) of the Code, in the case of an Incentive Stock Optionsuch Incentive Stock Option shall automatically cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Non-Qualified Stock Option from and after the day which is three (3) months and one (1) day following suchtermination. If, on the date of termination, the Holder is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall immediately cease to be issuable under the Option and shall again become availablefor issuance under the Plan. If, after termination, the Holder does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall again become available for issuance underthe Plan. 

 

(f) Death of Holder. If a Holder dies while aService Provider, the Option may be exercised within such period of time as is specified in the Option Agreement;*provided*, *however*, that prior to the Public Trading Date, such period of time shall not be less than six (6) months (butin no event later than the expiration of the term of such Option as set forth in the Notice of Grant), by the Holder’s estate or by a person who acquires the right to exercise the Option by bequest or inheritance, but only to the extent thatthe Option is vested on the date of death. In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Holder’s termination. If, at the time of death, the Holder is notvested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall immediately cease to be issuable under the Option and shall again become available for issuance under the Plan. The Option may be exercised by theexecutor or administrator of the Holder’s estate or, if none, by the person(s) entitled to exercise the Option under the Holder’s will or the laws of descent or distribution. If the Option is not so exercised within the time specifiedherein, the Option shall terminate, and the Shares covered by such Option shall again become available for issuance under the Plan. 

 

(g) Regulatory Extension. A Holder’s Option Agreement may provide that if the exercise of the Option following the termination of theHolder’s status as a Service Provider (other than upon the Holder’s death or disability) would be prohibited at any time solely because the issuance of shares would violate the registration requirements under the Securities Act, then theOption shall terminate on the earlier of (i) the expiration of the term of the Option set forth in Section 8 or (ii) the expiration of a period of three (3) months after the termination of the Holder’s status as a Service Provider during whichthe exercise of the Option would not be in violation of such registration requirements. 

 

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(h) Early Exercisability. The Administrator may provide in the terms of a Holder’s OptionAgreement that the Holder may, at any time before the Holder’s status as a Service Provider terminates, exercise the Option in whole or in part prior to the full vesting of the Option; *provided, however*, that subject to Section 20,Shares acquired upon exercise of an Option which has not fully vested may be subject to any forfeiture, transfer or other restrictions as the Administrator may determine in its sole discretion. 

 

(i) Buyout Provisions. The Administrator may at any time offer tobuyout for a payment in cash or Shares, an Option previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the Holder at the time that such offer is made. 

 

11. Non-Transferability of Options and Stock Purchase Rights. Optionsand Stock Purchase Rights may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Holder, only by theHolder. 

 

12. Stock Purchase Rights. 

 

(a) Rights to Purchase. Stock Purchase Rights may be issued eitheralone, in addition to, or in tandem with Options granted under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writingof the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid, and the time within which such person must accept such offer; *provided,however,* that to the extent required to comply with applicable securities laws, the purchase price of such Shares shall not be less than the purchase price requirements set forth in Section 260.140.42 of Title 10 of the California Code ofRegulations. The offer shall be accepted by execution of a Restricted Stock purchase agreement in the form determined by the Administrator. 

 

(b) Repurchase Right. Unless the Administrator determines otherwise, the Restricted Stock purchase agreement shall grant the Company the right torepurchase Shares acquired upon exercise of a Stock Purchase Right upon the termination of the purchaser’s status as a Service Provider for any reason. Subject to Section 20, the purchase price for Shares repurchased by the Company pursuant tosuch repurchase right and the rate at which such repurchase right shall lapse shall be determined by the Administrator in its sole discretion, and shall be set forth in the Restricted Stock purchase agreement. 

 

(c) Other Provisions. The Restricted Stock purchase agreement shallcontain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. 

 

(d) Rights as a Shareholder. Once the Stock Purchase Right is exercised, the purchaser shall have rights equivalent to those of a shareholder andshall be a shareholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment shall be made for a dividend or other right for which the record date is prior to the date the StockPurchase Right is exercised, except as provided in Section 13 of the Plan. 

 

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13. Adjustments upon Changes in Capitalization, Merger or Asset Sale. 

 

(a) In the event that the Administrator determines that any dividend orother distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights topurchase Common Stock or other securities of the Company, or other similar corporate transaction or event, in the Administrator’s sole discretion, affects the Common Stock such that an adjustment is determined by the Administrator to beappropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Option, Stock Purchase Right or Restricted Stock, then the Administratorshall, in such manner as it may deem equitable, adjust any or all of: 

 

(i) the number and kind of shares of Common Stock (or other securities or property) with respect to which Options or Stock Purchase Rights may be granted or awarded (including, but not limited to, adjustments of the limitations in Section 3on the maximum number and kind of shares which may be issued and adjustments of the maximum number of Shares that may be purchased by any Holder in any calendar year pursuant to Section 6(c)); 

 

(ii) the number and kind of shares of Common Stock (or other securities orproperty) subject to outstanding Options, Stock Purchase Rights or Restricted Stock; and 

 

(iii) the grant or exercise price with respect to any Option or Stock Purchase Right. 

 

(b) In the event of any transaction or event described in Section 13(a), the Administrator, in its sole discretion, and on such terms and conditions as itdeems appropriate, either by the terms of the Option, Stock Purchase Right or Restricted Stock or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Holder’s request, is hereby authorizedto take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made availableunder the Plan or with respect to any Option, Stock Purchase Right or Restricted Stock granted or issued under the Plan or to facilitate such transaction or event: 

 

(i) To provide for either the purchase of any such Option, Stock Purchase Right or Restricted Stock for an amount of cashequal to the amount that could have been obtained upon the exercise of such Option or Stock Purchase Right or realization of the Holder’s rights had such Option, Stock Purchase Right or Restricted Stock been currently exercisable or payable orfully vested or the replacement of such Option, Stock Purchase Right or Restricted Stock with other rights or property selected by the Administrator in its sole discretion; 

 

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(ii) To provide that such Option or Stock Purchase Right shall be exercisable as to all shares coveredthereby, notwithstanding anything to the contrary in the Plan or the provisions of such Option or Stock Purchase Right; 

 

(iii) To provide that such Option, Stock Purchase Right or Restricted Stock be assumed by the successor or survivor corporation or entity, or a parent orsubsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation or entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind ofshares and prices; 

 

(iv) To make adjustments in the number andtype of shares of Common Stock (or other securities or property) subject to outstanding Options and Stock Purchase Rights, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstandingOptions, Stock Purchase Rights or Restricted Stock or Options, Stock Purchase Rights or Restricted Stock which may be granted in the future; and 

 

(v) To provide that immediately upon the consummation of such event, such Option or Stock Purchase Right shall not be exercisable and shall terminate;*provided,* that for a specified period of time prior to such event, such Option or Stock Purchase Right shall be exercisable as to all Shares covered thereby, and the restrictions imposed under an Option Agreement or Restricted Stock purchaseagreement upon some or all Shares may be terminated and, in the case of Restricted Stock, some or all shares of such Restricted Stock may cease to be subject to repurchase, notwithstanding anything to the contrary in the Plan or the provisions ofsuch Option, Stock Purchase Right or Restricted Stock purchase agreement. 

 

(c) Subject to Section 3, the Administrator may, in its sole discretion, include such further provisions and limitations in any Option, Stock Purchase Right, Restricted Stock agreement or certificate, as it may deemequitable and in the best interests of the Company. 

 

(d) If theCompany undergoes an Acquisition, then any surviving corporation or entity or acquiring corporation or entity, or affiliate of such corporation or entity, may assume any Options, Stock Purchase Rights or Restricted Stock outstanding under the Planor may substitute similar stock awards (including an award to acquire the same consideration paid to the stockholders in the transaction described in this subsection 13(d)) for those outstanding under the Plan. In the event any surviving corporationor entity or acquiring corporation or entity in an Acquisition, or affiliate of such corporation or entity, does not assume such Options, Stock Purchase Rights or Restricted Stock or does not substitute similar stock awards for those outstandingunder the Plan, then with respect to (i) Options, Stock Purchase Rights or Restricted Stock held by participants in the Plan whose status as a Service Provider has not terminated prior to such event, the vesting of such Options, Stock PurchaseRights or Restricted Stock (and, if applicable, the time during which such awards may be exercised) shall be accelerated and made fully exercisable and all restrictions thereon shall lapse at least ten (10) days prior to the closing of theAcquisition (and the Options or Stock Purchase Rights terminated if not exercised prior to the closing of such Acquisition), and (ii) any other Options or Stock Purchase Rights outstanding under the Plan, such Options or Stock Purchase rights shallbe terminated if not exercised prior to the closing of the Acquisition. 

 

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(e) The existence of the Plan, any Option Agreement or Restricted Stock purchase agreement and theOptions or Stock Purchase Rights granted hereunder shall not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change inthe Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights aresuperior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, orany other corporate act or proceeding, whether of a similar character or otherwise. 

 

(f) In the event Intermix Media, Inc. exercises its option to purchase up to 100% of the capital stock of the Company held by other holders of the Company’s capital stock pursuant to the Stockholders Agreement ofthe Company dated as of February     , 2005 (the “Stockholders Agreement”), the Administrator may provide that Options shall be exercisable as to all or a portion of the shares covered thereby, notwithstandinganything to the contrary in the Plan or the provisions of such Option. 

 

14. Time of Granting Options and Stock Purchase Rights. The date of grant of an Option or Stock Purchase Right shall, for all purposes, be the date on which the Administrator makes the determination granting such Option or StockPurchase Right, or such other date as is determined by the Administrator. Notice of the determination shall be given to each Employee or Consultant to whom an Option or Stock Purchase Right is so granted within a reasonable time after the date ofsuch grant. 

 

15. Amendment and Termination of the Plan.

 

(a) Amendment and Termination. The Board may at anytime wholly or partially amend, alter, suspend or terminate the Plan. However, without approval of the Company’s stockholders given within twelve (12) months before or after the action by the Board, no action of the Board may, except asprovided in Section 13, increase the limits imposed in Section 3 on the maximum number of Shares which may be issued under the Plan or extend the term of the Plan under Section 7. 

 

(b) Stockholder Approval. The Board shall obtain stockholder approval of any Plan amendment to the extent necessaryand desirable to comply with Applicable Laws. 

 

(c) Effect ofAmendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Holder, unless mutually agreed otherwise between the Holder and the Administrator, which agreement must be in writing andsigned by the Holder and the Company. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Options, Stock Purchase Rights or Restricted Stock granted or awardedunder the Plan prior to the date of such termination. 

 

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16. Stockholder Approval. The Plan will be submitted for the approval of the Company’sstockholders within twelve (12) months after the date of the Board’s initial adoption of the Plan. Options, Stock Purchase Rights or Restricted Stock may be granted or awarded prior to such stockholder approval, provided that such Options,Stock Purchase Rights and Restricted Stock shall not be exercisable, shall not vest and the restrictions thereon shall not lapse prior to the time when the Plan is approved by the stockholders, and provided further that if such approval has not beenobtained at the end of said twelve-month period, all Options, Stock Purchase Rights and Restricted Stock previously granted or awarded under the Plan shall thereupon be canceled and become null and void. 

 

17. Inability to Obtain Authority. The inability of the Company toobtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect ofthe failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 

 

18. Reservation of Shares. The Company, during the term of this Plan, shall at all times reserve and keep available such number of Shares as shallbe sufficient to satisfy the requirements of the Plan. 

 

19.Information to Holders and Purchasers. Prior to the Public Trading Date and to the extent required by Section 260.140.46 of Title 10 of the California Code of Regulations, the Company shall provide to each Holder and to each individual whoacquires Shares pursuant to the Plan, not less frequently than annually during the period such Holder or purchaser has one or more Options or Stock Purchase Rights outstanding, and, in the case of an individual who acquires Shares pursuant to thePlan, during the period such individual owns such Shares, copies of annual financial statements. Notwithstanding the preceding sentence, the Company shall not be required to provide such statements to key employees whose duties in connection withthe Company assure their access to equivalent information. 

 

20.Repurchase Provisions. The Administrator in its sole discretion may provide that the Company may repurchase Shares acquired upon exercise of an Option or Stock Purchase Right upon the occurrence of certain specified events, including, withoutlimitation, a Holder’s termination as a Service Provider, divorce, bankruptcy or insolvency; *provided, however,* that any such repurchase right shall be set forth in the applicable Option Agreement or Restricted Stock purchase agreementor in another agreement referred to in such agreement and, provided further, that to the extent required by Section 260.140.41 and Section 260.140.42 of Title 10 of the California Code of Regulations, any such repurchase right set forth in an Optionor Stock Purchase Right granted prior to the Public Trading Date to a person who is not an Officer, Director or Consultant shall be upon the following terms: (i) if the repurchase option gives the Company the right to repurchase the shares upontermination as a Service Provider at not less than the Fair Market Value of the shares to be purchased on the date of termination of status as a Service Provider, then (A) the right to repurchase shall be exercised for cash or cancellation ofpurchase money indebtedness for the shares within ninety (90) days of termination of status as a Service Provider (or in the case of shares issued upon exercise of Options or Stock Purchase Rights after such date of termination, within ninety (90)days after the date of the exercise) or such longer period as may be agreed to by the Administrator and the Plan participant and (B) the 

 

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right terminates when the shares become publicly traded; and (ii) if the repurchase option gives the Company the right to repurchase the Shares upontermination as a Service Provider at the original purchase price for such Shares, then (A) the right to repurchase at the original purchase price shall lapse at the rate of at least twenty percent (20%) of the shares per year over five (5) yearsfrom the date the Option or Stock Purchase Right is granted (without respect to the date the Option or Stock Purchase Right was exercised or became exercisable) and (B) the right to repurchase shall be exercised for cash or cancellation of purchasemoney indebtedness for the shares within ninety (90) days of termination of status as a Service Provider (or, in the case of shares issued upon exercise of Options or Stock Purchase Rights, after such date of termination, within ninety (90) daysafter the date of the exercise) or such longer period as may be agreed to by the Company and the Plan participant. 

 

21. Investment Intent. The Company may require a Plan participant, as a condition of exercising or acquiring stock under any Option or StockPurchase Right, (i) to give written assurances satisfactory to the Company as to the participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company whois knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Option or Stock Purchase Right; and (ii) togive written assurances satisfactory to the Company stating that the participant is acquiring the stock subject to the Option or Stock Purchase Right for the participant’s own account and not with any present intention of selling or otherwisedistributing the stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (A) the issuance of the shares upon the exercise or acquisition of stock under the applicable Option or StockPurchase Right has been registered under a then currently effective registration statement under the Securities Act or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met inthe circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply withapplicable securities laws, including, but not limited to, legends restricting the transfer of the stock. 

 

22. Governing Law. The validity and enforceability of this Plan shall be governed by and construed in accordance with the laws of the State ofCalifornia without regard to otherwise governing principles of conflicts of law. 

 

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*** * * * * * ***

 

I hereby certify that the Plan was duly adopted by the Board of Directors of MySpace, Inc. on February 11, 2005. 

 

Executed at Los Angeles, California on this 11th day of February, 2005. 

 

/s/    CHRISTOPHER DEWOLFE

Christopher DeWolfe

President

 

*** * * * * * ***

 

I hereby certify that the foregoing Plan was approved bythe stockholders of MySpace, Inc. on February 11, 2005. 

 

Executed at Los Angeles, California on this 11th day of February, 2005. 

 

/s/    JOSH BERMAN

Josh Berman

Secretary