(b) The Restricted Stock will be transferred of record to theRecipient and a certificate or certificates representing such Restricted Stockwill be issued in the name of the Recipient immediately upon the execution ofthis Agreement. The Restricted Stock certificate(s) will bear a legend asprovided by the Company, conspicuously referring to the terms, conditionsand restrictions of this Agreement. Subject to Section 10, the Company maydeliver such Restricted Stock certificate(s) to the Recipient, retaincustody of such Restricted Stock certificate(s) prior to vesting or requirethe Recipient to enter into an escrow arrangement under which suchRestricted Stock certificate(s) will be held by an escrow agent.3. *Effect of Termination of Employment or Services*. (a) The Restricted Stock granted pursuant to this Agreement shallvest in accordance with Section 2(a) above, as long as the Recipient continuesto provide Services to the Company. If, however, prior to the date on whichthe Restricted Stock vests pursuant to Section 2(a), either:(i) the Company terminates the Recipient’s Services, or(ii) the Recipient voluntarily ceases to perform Services for the Company,in each case, without the Recipient’s immediate rehire by the Company, then the Recipientshall retain the portion of all Restricted Stock vested immediately prior to the date oftermination and the shares of Restricted Stock that have not previously vested in accordancewith Section 2(a) above shall, as of the date of such termination or cessation of Services,be forfeited by the Recipient to the Company.4. *Effect of Change of Control*. All of the shares of Restricted Stock awarded pursuant tothis Agreement shall immediately and automatically vest upon the occurrence of a “Change ofControl” of the Company, defined herein as the consummation of (a) the sale of all or substantially all of the assets of theCompany on a consolidated basis to an unrelated person or entity; (b) a merger, reorganization or consolidation in which theoutstanding shares of capital stock of the Company are converted into orexchanged for securities of the successor entity and the holders of theCompany’s outstanding voting power immediately prior to such transaction do notown at least a majority of the outstanding voting power of the successor entityimmediately upon completion of such transaction; (c) the sale of all or a majority of the capital stock of theCompany to an unrelated person or entity; or
 
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 (d) any other transaction in which the holders of the Company’soutstanding voting power immediately prior to such transaction do not own atleast a majority of the outstanding voting power of the Company or a successorentity immediately upon completion of the transaction;provided, however, that neither of the following shall be deemed a “Change ofControl” of the Company: (i) the transfer of the capital stock of the Company to anaffiliate of the transferor or (ii) the issuance of a dividend in the form of thecapital stock of the Company or the capital stock of any affiliate of the Company.5. *Restrictions on Transfer.*Absent prior written consent of the Board of Directors of theCompany, the shares of Restricted Stock granted hereunder to the Recipient may not be sold,assigned, transferred, pledged or otherwise encumbered, whether voluntarily or involuntarily, byoperation of law or otherwise, during the period beginning on the Grant Date and ending on thesecond anniversary of the date such shares of Restricted Stock shall have become vested pursuant toSection 2. Consistent with the foregoing, no right or benefit under this Agreement shall besubject to transfer, sale, assignment, pledge, encumbrance or charge, whether voluntary,involuntary, by operation of law or otherwise (other than by will or the laws of descent anddistribution), and any attempt to transfer, sell, assign, pledge, encumber or charge the same shallbe void. If the Recipient shall become bankrupt or attempt to transfer, assign, sell, pledge,encumber or charge any right or benefit hereunder, or if any creditor shall attempt to subject thesame to a writ of garnishment, attachment, execution, sequestration or any other form of process orinvoluntary lien or seizure, then such right or benefit shall cease and terminate.6. *Limitation of Rights*. Nothing in this Agreement shall be construed to: (a) give the Recipient any right to be awarded any furtherRestricted Stock or any other equity in the Company in the future, even ifRestricted Stock or other equity awards are granted on a regular or repeatedbasis; (b) give the Recipient or any other person any interest in anyspecified asset or assets of the Company or any subsidiary of the Company; or (c) confer upon the Recipient the right to continue in the serviceof the Company, or affect the right of the Company to terminate the service ofthe Recipient at any time or for any reason.7. *Drag Along Rights*. If at any time the Company or the owners of a majority of the Companyapproves a sale of (i) all of the stock of the Company to one or more independent third partiesthrough one or more related transactions, (ii) all or substantially all of the assets of theCompany to one or more independent third parties through one or more related transactions, or (iii)any other transaction where control of the Company is transferred to one or more independent thirdparties, in each case including if structured as a merger, consolidation, joint venture or othersimilar transaction (each, an “Approved Sale”), the Recipient will consent to and raise noobjections against the Approved Sale and shall waive any dissenters’ rights, appraisal rights orsimilar rights in connection with such Approved Sale. If the Approved Sale is structured as a saleof stock, then the Recipient will, if requested by the Company, sell orotherwise transfer its Restricted Stock awarded hereunder (or any portion thereof ifrequested), on the terms and conditions approved by the Company. The Recipient will promptly takeall reasonable actions deemed necessary or desirable, in the reasonable judgment of the Company, inconnection with and to facilitate the consummation of the Approved Sale, including the execution ofall agreements and instruments reasonably requested by the Company. The Company will usereasonable efforts to notify the Recipient in writing not less than ten (10) business days beforethe proposed consummation of an Approved Sale; provided, however, that the Recipient agrees not to,directly or indirectly, without the prior written consent of the Company, disclose to any otherperson any information related to such potential Approved Sale, other than disclosures to legalcounsel in confidence or as otherwise necessary to protect the Recipient’s rights under thisAgreement or applicable law, or as otherwise required by law.
 
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8. *Prerequisites to Benefits*. Neither the Recipient nor any person claiming through theRecipient shall have any right or interest in the Restricted Stock awarded hereunder, unless anduntil all the terms, conditions and provisions of this Agreement that affect the Recipient or suchother person shall have been complied with as specified herein.9. *Rights as a Stockholder*. Subject to the limitations and restrictions contained herein, theRecipient shall have all rights as a stockholder of the Company with respect to the shares ofRestricted Stock, including the right to vote and receive dividends and distributions.10. *Securities Act*. The Recipient understands that the shares of Restricted Stock have notbeen issued in a transaction registered under the Securities Act of 1933, as amended (together withthe rules and regulations promulgated thereunder, the “Securities Act”) or any statesecurities law, and agrees that the Company will not be required to deliver any shares ofRestricted Stock pursuant to this Agreement if, in the opinion of counsel for the Company, suchissuance would violate the Securities Act, or any other applicable federal or state securities lawsor regulations.11. *Federal and State Taxes*. The Recipient hereby acknowledges and understands that theRecipient will be required, for income tax purposes, to include the fair market value of theRestricted Stock as of the applicable vesting date as ordinary income for the year in which theRestricted Stock becomes vested unless an election is filed by the Recipient with the InternalRevenue Service (and, if necessary, the proper state taxing authorities) within 30 days of theGrant Date, electing pursuant to Section 83(b) of the Internal Revenue Code (and similar state taxprovisions, if applicable) to be taxed currently on the fair market value of the Restricted Stockas of the Grant Date. The Recipient represents that the Recipient has consulted any tax advisorsthe Recipient deems advisable in connection with the Restricted Stock and the filing of an electionunder Section 83(b) and similar tax provisions. The Recipient hereby assumes all responsibilityfor filing such election and paying any taxes resulting from such election or from the failure tofile such election. If the Recipient makes an election under Section 83(b) with respect to theRestricted Stock, the Recipient agrees to deliver a copy of such election to the Companyconcurrently with the filing of such election with the Internal Revenue Service. In such event,the Recipient shall make arrangements satisfactory to the Company to pay in the current year anyfederal, state or local taxes required to be withheld with respect to such Restricted Stock. Ifthe Recipient fails to make such payments, then any provision of this Agreement to the contrarynotwithstanding, the Company (or its subsidiaries, if any) shall, to theextent permitted by law, have the right to deduct from any payments of any kind otherwise duefrom the Company or its subsidiaries to or with respect to the Recipient, whether or not pursuantto this Agreement and regardless of the form of payment, any federal, state or local taxes of anykind required by law to be withheld with respect to such Restricted Stock.
 
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12. *Entire Agreement*. This Agreement constitutes the entire agreement of the Company and theRecipient with respect to the subject matter hereof and supersedes in its entirety all priorundertakings and agreements of the parties with respect to the subject matter hereof.13. *Notice*. Any notice or other communication required or permitted hereunder shall be givenin writing and shall be deemed given, effective and received upon prepaid delivery in person or bycourier or upon the earlier of delivery or the third business day after deposit in the UnitedStates mail if sent by certified mail, with postage and fees prepaid, addressed to the other partyat its address as shown beneath its signature in this Agreement, or to such other address as suchparty may designate in writing from time to time by notice to the other party in accordance withthis Section 13.14. *Amendment*. This Agreement cannot be modified, altered or amended except by an agreementin writing signed by both the Company and the Recipient.15. *Severability; Counterparts*. The invalidity or unenforceability of any provision hereofshall in no way affect the validity or enforceability of any other provision. This Agreement maybe executed in two or more counterparts, each of which shall be deemed an original, but all ofwhich together shall constitute one and the same instrument.16. *Consent of Spouse*. The Recipient’s spouse, if any, shall execute and deliver to theCompany a consent of spouse substantially in the form of Exhibit A hereto, effective on thedate hereof. Notwithstanding the execution and delivery thereof, such consent shall not be deemedto confer or convey to the spouse any rights in the Recipient’s Restricted Stock that do nototherwise exist by operation of law or pursuant to this Agreement.17. *Successors and Assigns*. This Agreement shall bind and inure to the benefit of and beenforceable by the Recipient, the Company and their respective permitted successors and assigns(including personal representatives, heirs and legatees), except that the Recipient may not assignany rights or obligations under this Agreement except to the extent and in the manner expresslypermitted herein.18. *Governing Law*. This Agreement shall be governed by, construed and enforced in accordancewith the laws of the State of Texas.*[Signature Page Follows]*
 
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its officersthereunto duly authorized, and the Recipient has hereunto set his hand as of the day and year firstabove written.         **ASTROGENETIX, INC.**           By:         Name:      Title:           Address:           **RECIPIENT**                 Address:  ***Signature Page to Restricted Stock Agreement***
 
 

 
**EXHIBIT A****CONSENT OF SPOUSE**I,                                         , spouse of                                         , acknowledge that I have read theRestricted Stock Agreement, dated as of                          , 2010, to which this Consent is attached asExhibit A (the “Agreement”), and that I know the contents of the Agreement. I amaware that the Agreement contains provisions regarding certain rights of the Company in shares ofcapital stock of the Company which my spouse may own, including any interest I might have therein.I hereby agree that my interest, if any, in any shares of capital stock of the Company subjectto the Agreement shall be irrevocably bound by the Agreement and further understand and agree thatany community property interest I may have in such shares of capital stock of the Company shall besimilarly bound by the Agreement.I am aware that the legal, financing and related matters contained in the Agreement arecomplex and that I am free to seek independent professional guidance or counsel with respect tothis Consent. I have either sought such guidance or counsel or have determined after reviewing theAgreement carefully that I will waive such right.Dated:                             Signature of Stockholder’s Spouse          Print Name