Unassociated Document


    EXHIBIT 10.5

    

      TA
INDIGO HOLDING CORPORATION

       

      2007
Restricted Preferred Stock Plan

       

      
        	
                SECTION
      1.

              	
                GENERAL PURPOSE OF THE
      PLAN; DEFINITIONS

              


      

       

      The name
of the plan is the TA Indigo Holding Corporation 2007 Restricted Preferred Stock
Plan (the “Plan”).  The purpose of the Plan is to encourage and enable
the officers and employees of TA Indigo Holding Corporation, a Delaware
corporation (including any successor entity, the “Company”) and any Subsidiary,
upon whose judgment, initiative and efforts the Company and its Subsidiaries
largely depend for the successful conduct of their businesses, to acquire a
proprietary interest in the Company.  It is anticipated that providing
such persons with a direct stake in the Company’s welfare will assure a closer
identification of their interests with those of the Company and its
stockholders, thereby stimulating their efforts on the Company’s behalf and
strengthening their desire to remain with the Company and its
Subsidiaries.

       

      The
following terms shall be defined as set forth below:

       

      “Act” means the Securities Act
of 1933, as amended, and the rules and regulations thereunder.

       

      “Award” or “Awards,” except where
referring to a particular category of grant under the Plan, shall mean
Restricted Stock Awards.

       

      “Award Agreement” means a
written or electronic agreement setting forth the terms and provisions
applicable to an Award granted under the Plan.  Each Award Agreement
is subject to the terms and conditions of the Plan.

       

      “Board” means the Board of
Directors of the Company.

       

      “Code” means the Internal
Revenue Code of 1986, as amended, and any successor Code, and related rules,
regulations and interpretations.

       

      “Committee” means the
Committee referred to in Section 2.

       

      “Effective Date” means the date on which
the Plan is approved by the stockholders of the Company as set forth at the end
of this Plan.

       

      “Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.

       

      “Fair Market Value” of the
Stock on any given date means the fair market value of the Stock determined in
good faith by the Committee based on the reasonable application of a reasonable
valuation method not inconsistent with Section 409A of the Code, as
applicable.  If the Stock is admitted to quotation on a national
securities exchange, the determination shall be made by reference to market
quotations.  If there are no market quotations for such date, the
determination shall be made by reference to the last date preceding such date
for which there are market quotations; provided further, however, that if the
date for which Fair Market Value is determined is the first day when trading
prices for the Stock are reported on a national securities exchange, the Fair
Market Value shall be the “Price to the Public” (or equivalent) set forth on the
cover page for the final prospectus relating to the Company’s Initial Public
Offering.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      “Initial Public Offering”
means the consummation of the first fully underwritten, firm commitment public
offering pursuant to an effective registration statement under the Act covering
the offer and sale by the Company of its equity securities, as a result of or
following which the Stock shall be publicly held.

       

      “NASDAQ” means the NASDAQ
Stock Market LLC.

       

      “Restricted Stock Award”
means an Award granted pursuant to Section 5 entitling the recipient to acquire,
at such purchase price (which may be zero) as determined by the Committee,
shares of Stock subject to such restrictions and conditions as the Committee may
determine at the time of grant, which purchase price shall be payable in cash or
other form of consideration (which may be zero) acceptable to the
Committee.

       

      “Sale Event” shall mean and
include any of the following: (a) consummation of a merger or consolidation of
the Company with or into any other corporation or other entity in which holders
of the Company’s voting securities immediately prior to such merger or
consolidation will not, directly or indirectly, continue to hold at least a
majority of the outstanding voting securities of the Company; (b) a sale, lease,
exchange or other transfer (in one transaction or a related series of
transactions) of all or substantially all of the Company’s and its Subsidiaries’
assets on a consolidated basis to an unrelated person or entity; or (c) the
sale, exchange or transfer by the Company’s stockholders of voting control, in a
single transaction or series of related transactions, other than as a result of
(i) an acquisition of securities directly from the Company or (ii) an
acquisition of securities by the Company which by reducing the voting securities
outstanding increases the proportionate voting power represented by the voting
securities owned by any such person or group of persons to fifty percent (50%)
or more of the combined voting power of such voting securities.

       

      “Section 409A” means Section
409A of the Code and the regulations and other guidance promulgated
thereunder.

       

      “Stock” means the Series A-1
Preferred Stock, par value $0.001 per share, of the Company, subject to
adjustments pursuant to Section 3.

       

      “Stockholders Agreement” means
the Stockholders Agreement dated as of June __, 2007, by and among the Company
and the parties thereto.

       

      “Subsidiary” means any
corporation or other entity (other than the Company) in which the Company has at
least a fifty percent (50%) interest, either directly or
indirectly.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                SECTION
      2.

              	
                ADMINISTRATION OF
      PLAN; COMMITTEE AUTHORITY TO SELECT GRANTEES AND DETERMINE
      AWARDS

              


      

       

      (a)           Administration of
Plan.  The Plan shall be administered by the Board, or at the
discretion of the Board, by a committee of the Board, comprised, except as
contemplated by Section 2(c), of not less than two (2) non-employee
Directors, at least one of which is a TA Investor Nominee (as such term is
defined in the Stockholders Agreement) and at least one of which is a Rho
Investor Nominee (as such term is defined in the Stockholders
Agreement).  All references herein to the Committee shall be deemed to
refer to the group then responsible for administration of the Plan at the
relevant time (i.e., either the Board or a committee or committees of the Board,
as applicable).

       

      (b)           Powers of
Committee.  The Committee shall have the power and authority to
grant Awards consistent with the terms of the Plan, including the power and
authority:

       

      (i)          to
select the individuals to whom Awards may from time to time be
granted;

       

      (ii)         to
determine the time or times of grant, and the extent, if any, of Restricted
Stock Awards granted to any one or more grantees;

       

      (iii)        to
determine the number of shares of Stock to be covered by any Award and, subject
to the provisions of Section 5(a)(i) below, the price, exercise price,
conversion ratio or other price relating thereto;

       

      (iv)        to
determine and, subject to Section 12, to modify from time to time the terms and
conditions, including restrictions, not inconsistent with the terms of the Plan,
of any Award, which terms and conditions may differ among individual Awards and
grantees, and to approve the form of written instruments evidencing the
Awards;

       

      (v)         to
accelerate at any time the exercisability or vesting of all or any portion of
any Award;

       

      (vi)        to
impose any limitations on Awards granted under the Plan, including limitations
on transfers, repurchase provisions and the like and to exercise repurchase
rights or obligations; and

       

      (vii)       at
any time to adopt, alter and repeal such rules, guidelines and practices for
administration of the Plan and for its own acts and proceedings as it shall deem
advisable; to interpret the terms and provisions of the Plan and any Award
(including related written instruments); to make all determinations it deems
advisable for the administration of the Plan; to decide all disputes arising in
connection with the Plan; and to otherwise supervise the administration of the
Plan.

       

      All
decisions and interpretations of the Committee shall be binding on all persons,
including the Company and Plan grantees.

       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      (c)           Award
Agreement.  Awards under the Plan shall be evidenced by Award
Agreements that set forth the terms, conditions and limitations for each Award
which may include, without limitation, the term of an Award, the provisions
applicable in the event employment or service terminates, and the Company’s
authority to unilaterally or bilaterally amend, modify, suspend, cancel or
rescind an Award.

       

      (d)           Indemnification.  Neither
the Board nor the Committee, nor any member of either or any delegate thereof,
shall be liable for any act, omission, interpretation, construction or
determination made in good faith in connection with the Plan, and the members of
the Board and the Committee shall be entitled in all cases to indemnification
and reimbursement by the Company in respect of any claim, loss, damage or
expense (including, without limitation, reasonable attorneys’ fees) arising or
resulting therefrom to the fullest extent permitted by law and/or under the
Company’s articles or bylaws or any directors’ and officers’ liability insurance
coverage which may be in effect from time to time and/or any indemnification
agreement between such individual and the Company.

       

      (e)           Foreign Award
Recipients.  Notwithstanding any provision of the Plan to the
contrary, in order to comply with the laws in other countries in which the
Company or any Subsidiary operate or have employees or other individuals
eligible for Awards, the Committee, in its sole discretion, shall have the power
and authority to: (i) determine which Subsidiaries, if any, shall be covered by
the Plan; (ii) determine which individuals, if any, outside the United States
are eligible to participate in the Plan; (iii) modify the terms and conditions
of any Award granted to individuals outside the United States to comply with
applicable foreign laws; (iv) establish subplans and modify exercise procedures
and other terms and procedures, to the extent the Committee determines such
actions to be necessary or advisable (and such subplans and/or modifications
shall be attached to this Plan as appendices); provided, however, that no such
subplans and/or modifications shall increase the share limitation contained in
Section 3(a) hereof; and (v) take any action, before or after an Award is made, that
the Committee determines to be necessary or advisable to obtain approval or
comply with any local governmental regulatory exemptions or
approvals.  Notwithstanding the foregoing, the Committee may not take
any actions hereunder, and no Awards shall be granted, that would violate the
Exchange Act or any other applicable United States securities law, the Code, or
any other applicable United States governing statute or law.

       

      (f)           Deferral
Arrangement.  The Committee may establish rules and procedures,
consistent with Section 409A, as applicable, setting forth the circumstances
under which the distribution or the receipt of Stock and other amounts payable
with respect to an Award shall be deferred either automatically or at the
election of the grantee and whether and to what extent the Company shall pay or
credit amounts constituting interest (at rates determined by the Committee) or
dividends or deemed dividends on such deferrals.

       

      
        	
                SECTION
      3.

              	
                STOCK ISSUABLE UNDER
      THE PLAN; MERGERS AND OTHER TRANSACTIONS;
    SUBSTITUTION

              


      

       

      (a)           Stock
Issuable.  The maximum number of shares of Stock reserved and
available for issuance under the Plan shall be two million thirty-three thousand
three hundred twenty (2,033,320) shares, subject to adjustment as provided in
Section 3(b). For purposes of this
limitation, the shares of Stock underlying any Awards that are forfeited,
canceled, withheld upon exercise of an Option or settlement of an Award to cover
the exercise price or tax withholding, reacquired by the Company prior to
vesting, satisfied without the issuance of Stock or otherwise terminated (other
than by exercise) shall not be added back to the shares of Stock available for
issuance under the Plan. Subject to such overall limitations, shares of Stock
may be issued up to such maximum number pursuant to any type or types of Award.
The shares available for issuance under the Plan may be authorized but unissued
shares of Stock.

       

      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      (b)           Changes in
Stock.  Subject to Section 3(c) hereof, if, as a result of
any reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split, conversion of the Stock in accordance with the
Company’s certificate of incorporation, or other similar change in the Company’s
capital stock, the outstanding shares of Stock are increased or decreased or are
exchanged for a different number or kind of shares or other securities of the
Company, or additional shares or new or different shares or other securities of
the Company or other non-cash assets are distributed with respect to such shares
of Stock or other securities, or, if, as a result of any merger or
consolidation, sale of all or substantially all of the assets of the Company,
the outstanding shares of Stock are converted into or exchanged for securities
of the Company or any successor entity (or a parent or subsidiary thereof), the
Committee shall make an appropriate and equitable or proportionate adjustment in
(i) the maximum number of shares reserved for issuance under the Plan, (ii) the
number and kind of shares or other securities subject to any then outstanding
Awards under the Plan, and (iii) the repurchase price, if any, per share
subject to each outstanding Restricted Stock Award.  Notwithstanding
the foregoing, no adjustment shall be made under this Section 3(b) if the
Committee determines that such action could cause any Award to fail to satisfy
the conditions of any applicable exception from the requirements of Section 409A
or otherwise could subject the grantee to the additional tax imposed under
Section 409A in respect of an outstanding Award.  The adjustment by
the Committee shall be final, binding and conclusive.  No fractional
shares of Stock shall be issued under the Plan resulting from any such
adjustment, but the Committee in its discretion may make a cash payment in lieu
of fractional shares.

       

      (c)           Mergers and Other
Transactions. Upon consummation of a Sale Event, the Plan and all
outstanding Awards granted hereunder shall terminate, unless provision is made
in connection with the Sale Event in the sole discretion of the parties thereto
for the assumption or continuation by the successor entity of Awards theretofore
granted (an “Assumed Award”), or the substitution of such Awards with new awards
of the successor entity or parent thereof (a “Substituted Award”), with an
equitable or proportionate adjustment  as
to the number and kind of shares and, if appropriate, the per share exercise
prices, as such parties shall agree (after taking into account any acceleration
hereunder).  In connection with any Sale Event in which all of the
consideration is cash, the parties to any such Sale Event may also provide that
some or all outstanding Awards that would otherwise not be fully vested and
exercisable in full after giving effect to the Sale Event will be converted (a
“Converted Award”) into the right to receive the consideration payable to
holders of Stock in the Sale Event (net of the applicable exercise price),
subject to any remaining vesting provisions relating to such Awards and the
other terms and conditions of the Sale Event (such as indemnification
obligations and purchase price adjustments) to the extent provided by the
parties regarding the
effect on Converted Awards of termination of employment following a Sale
Event.  Terms relating to vesting, if
any, in connection with a
Sale Event shall be as
determined by the Board and as specified in the relevant Award
Agreement. 

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      (d)           Substitute
Awards.  The Committee may grant Awards under the Plan in
substitution for stock and similar stock based awards held by employees,
directors or other key persons (including prospective employees, but conditioned
on their employment, and consultants) of another corporation in connection with
the merger or consolidation of the employing corporation with the Company or a
Subsidiary or the acquisition by the Company or a Subsidiary of property or
stock of the employing corporation.  The Committee may direct that the
substitute awards be granted on such terms and conditions as the Committee
considers appropriate in the circumstances.  Any substitute Awards
granted under the Plan shall not count against the share limitation set forth in
Section 3(a).

       

      
        	
                SECTION
      4.

              	
                ELIGIBILITY

              


      

       

      Grantees
under the Plan will be such full or part-time officers and other employees of
the Company and any Subsidiary who are selected from time to time by the
Committee in its sole discretion.

       

      
        	
                SECTION
      5.

              	
                RESTRICTED STOCK
      AWARDS

              


      

       

      (a)           Nature of Restricted Stock
Awards.   The Committee shall determine the restrictions
and conditions applicable to each Restricted Stock Award at the time of
grant.  Conditions may be based on continuing employment (or other
service relationship) and/or achievement of pre-established performance goals
and objectives.  The grant of a Restricted Stock Award is contingent
on the grantee executing the Restricted Stock Award Agreement.  The
terms and conditions of each such Award Agreement shall be determined by the
Committee, and such terms and conditions may differ among individual Awards and
grantees, all of whom must be eligible persons under Section 4
hereof.

       

      (b)           Rights as a
Stockholder.  Upon execution of the Restricted Stock Award
Agreement and payment of any applicable purchase price, a grantee shall have the
rights of a stockholder with respect to the voting of the Restricted Stock,
subject to such conditions contained in the Restricted Stock Award
Agreement.  Unless the Committee shall otherwise determine,
certificates evidencing the Restricted Stock shall remain in the possession of
the Company until such Restricted Stock is vested as provided in
subsection (d) below of this Section, and the grantee shall be required, as
a condition of the grant, to deliver to the Company a stock power endorsed in
blank and such other instruments of transfer as the Committee may
prescribe.

       

      (c)           Restrictions.  Restricted
Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or
disposed of except as specifically provided herein or in the Restricted Stock
Award Agreement.  Except as may otherwise be provided by the Committee
either in the Award Agreement or, subject to Section 8 below, in writing after
the Award Agreement is issued, if any, if a grantee’s employment (or other
service relationship) with the Company or any Subsidiary terminates, the Company
or its assigns shall have the right or shall agree, as may be specified in the
relevant instrument, to repurchase some or all of the shares of Stock subject to
the Award at such purchase price as is set forth in the Restricted Stock Award
Agreement.

       

      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      (d)           Vesting of Restricted
Stock. The Committee at the time of grant shall specify the date or dates
and/or the attainment of pre-established performance goals, objectives and other
conditions on which Restricted Stock shall become vested, subject to such
further rights of the Company or its assigns as may be specified in the
Restricted Stock Award Agreement.

       

      (e)           Record Owner;
Dividends.  The grantee of Restricted Stock shall be considered
the record owner of and shall be entitled to vote the Shares of Restricted Stock
if and to the extent such Shares are entitled to voting rights.  The
grantee shall be entitled to receive all dividends and any other distributions
declared on the Shares; provided, however, that the Company is under no duty to
declare any such dividends or to make any such distribution. The Restricted
Stock Award Agreement may require or permit the immediate payment, waiver,
deferral or investment of dividends paid on the Restricted Stock.

       

      
        	
                SECTION
      6.

              	
                TAX
      WITHHOLDING

              


      

       

      (a)           Payment by
Grantee.  Each grantee shall, no later than the date as of
which the value of an Award or of any Stock or other amounts received thereunder
first becomes includable in the gross income of the grantee for Federal income
tax purposes, pay to the Company, or make arrangements satisfactory to the
Committee regarding payment of, any Federal, state, or local taxes of any kind
required by law to be withheld by the Company with respect to such
income.  The Company and any Subsidiary shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the grantee.  The Company’s obligation to deliver
stock certificates to any grantee is subject to and conditioned on any such tax
withholding obligations being satisfied by the grantee.

       

      (b)           Payment in
Stock.  Subject to approval by the Committee, a grantee may
elect to have the Company’s minimum required tax withholding obligation
satisfied, in whole or in part, by (i) authorizing the Company to withhold from
shares of Stock to be issued pursuant to any Award a number of shares with an
aggregate Fair Market Value (as of the date the withholding is effected) that
would satisfy the withholding amount due, or (ii) transferring to the Company
shares of Stock owned by the grantee with an aggregate Fair Market Value (as of
the date the withholding is effected) that would satisfy the minimum withholding
amount due.

       

      
        	
                SECTION
      7.

              	
                TRANSFER, LEAVE OF
      ABSENCE, ETC.

              


      

       

      For
purposes of the Plan, the following events shall not be deemed a termination of
employment:

       

      (a)           a
transfer to the employment of the Company from a Subsidiary or from the Company
to a Subsidiary, or from one Subsidiary to another; or

       

      (b)           an
approved leave of absence for military service, sickness or disability, or for
any other purpose approved by the Company, if the employee’s right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the Committee
otherwise so provides in writing.

       

      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      
        	
                SECTION
      8.

              	
                AMENDMENTS AND
      TERMINATION

              


      

       

      The Board
may, at any time, amend or discontinue the Plan and the Committee may, at any
time, amend or cancel any outstanding Award (or provide substitute Awards at the
same or a reduced purchase price or with no purchase price in a manner not
inconsistent with the terms of the Plan, provided that such price, if
any, must satisfy the requirements which would apply to the substitute or
amended Award if it were then initially granted under this Plan for the purpose
of satisfying changes in law or for any other lawful purpose), but no such
action shall adversely affect rights under any outstanding Award without the
holder’s consent.  Nothing in this Section 8 shall limit the
Board’s or Committee’s authority to take any action permitted pursuant to
Section 3(c).

       

      
        	
                SECTION
      9.

              	
                STATUS OF
      PLAN

              


      

       

      With
respect to the portion of any Award that has not been exercised and any payments
in cash, Stock or other consideration not received by a grantee, a grantee shall
have no rights greater than those of a general creditor of the Company unless
the Committee shall otherwise expressly determine in connection with any Award
or Awards.  In its sole discretion, the Committee may authorize the
creation of trusts or other arrangements to meet the Company’s obligations to
deliver Stock or make payments with respect to Awards hereunder, provided that the
existence of such trusts or other arrangements is consistent with the foregoing
sentence.

       

      
        	
                SECTION
      10.

              	
                GENERAL
      PROVISIONS

              


      

       

      (a)           No Distribution; Compliance
with Legal Requirements. The Committee may require each person acquiring
Stock pursuant to an Award to represent to and agree with the Company in writing
that such person is acquiring the shares without a view to distribution
thereof.  No shares of Stock shall be issued pursuant to an Award
until all applicable securities law and other legal and stock exchange or
similar requirements have been satisfied.  The Committee may require
the placing of such stop-orders and restrictive legends on certificates for
Stock and Awards as it deems appropriate.

       

      (b)           Delivery of Stock
Certificates.  Stock certificates to grantees under this Plan
shall be deemed delivered for all purposes when the Company or a stock transfer
agent of the Company shall have mailed such certificates in the United States
mail, addressed to the grantee, at the grantee’s last known address on file with
the Company.

       

      (c)           Other Compensation
Arrangements; No Employment Rights.  Nothing contained
in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, and such arrangements may be either
generally applicable or applicable only in specific cases.  The
adoption of this Plan and the grant of Awards do not confer upon any employee
any right to continued employment with the Company or any
Subsidiary.

       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      (d)           Trading Policy
Restrictions.  Awards under the Plan shall be subject to such
Company’s insider-trading-policy-related restrictions, terms and conditions as
may be established by the Committee, or in accordance with policies set by the
Committee, from time to time.

       

      (e)           Loans to Award
Recipients.  The Company shall have the authority, to the
extent permitted by law, to make loans to recipients of Awards hereunder
(including to facilitate the purchase of shares) and shall further have the
authority to issue shares for promissory notes hereunder.

       

      (f)           Designation of
Beneficiary.  Each grantee to whom an Award has been made under
the Plan may designate a beneficiary or beneficiaries to exercise any Award or
receive any payment of stock under any Award payable on or after the grantee’s
death.  Any such designation shall be on a form provided for that
purpose by the Committee and shall not be effective until received by the
Committee.  If no beneficiary has been designated by a deceased
grantee, or if the designated beneficiaries have predeceased the grantee, the
beneficiary shall be the grantee’s estate.

       

      (g)           Legend.  Any
certificate(s) representing the Issued Shares shall carry substantially the
following legend:

       

      The
transferability of this certificate and the shares of stock represented hereby
are subject to the restrictions, terms and conditions (including repurchase and
restrictions against transfers) contained in the TA Indigo Holding Corporation
2007 Restricted Preferred Stock Plan and any agreement entered into thereunder
by and between the company and the holder of this certificate (a copy of which
is available at the offices of the company for examination).

       

      
        
           


        

        
          9

          
            

          

        

        
           


        

      

       

      
        	
                SECTION
      11.

              	
                EFFECTIVE DATE OF
      PLAN

              


      

       

      This Plan
shall become effective upon approval by the holders of a majority of the votes
cast at a meeting of stockholders at which a quorum is
present.  Subject to such approval by the stockholders and to the
requirement that no Stock may be issued hereunder prior to such approval, Awards
may be granted hereunder on and after adoption of this Plan by the Board. No
grants of Awards may be made hereunder after the tenth (10th)
anniversary of the Effective Date.

       

      
        	
                SECTION
      12.

              	
                GOVERNING
      LAW

              


      

       

      This Plan
and all Awards and actions taken thereunder shall be governed by, and construed
in accordance with, the laws of the State of Delaware, applied without regard to
conflict of law principles.

       

      
        
          
            	
                    DATE APPROVED BY THE BOARD OF
      DIRECTORS:

                  	
                    June
      15, 2007

                  
	 	 
	
                    DATE APPROVED BY THE
      STOCKHOLDERS:

                  	
                    June
      15, 2007

                  


          

           

          
            
              
              

            

            
              10

              
                

              

            

            
              
              

            

          

        

      

    

     

    
      Restricted
Stock Agreement

      under
the TA Indigo Holding Corporation

      2007
Restricted Preferred Stock Plan

       

      
        
          
            
              
                	
                        Name
      of Grantee:

                      	
                        _________________
      (the “Grantee”)

                      
	 	 
	
                        No. of
      Shares:

                      	
                        _________
      Shares of Series A-1 Preferred Stock

                      
	 	 
	
                        Grant
    Date:

                      	
                        June
      __, 2007 (the “Grant Date”)

                      
	 	 
	
                        Per
      Share Purchase Price:

                      	
                        $________
      (the “Per Share Purchase
Price”)

                      


              

            

          

        

      

      


       

      TA Indigo
Holding Corporation, a Delaware corporation (“Parent”), TA Indigo Merger Sub,
Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (“Merger
Sub”),  IntraLinks, Inc., a Delaware corporation (the “Target”), the
stockholder representative and the guarantor are parties to an Agreement and
Plan of Merger dated as of April 27, 2007, as subsequently amended (the “Merger
Agreement”), pursuant to which Parent acquired Target.  Parent,
collectively with its Subsidiaries, its successors and assigns, including
without limitation, from and after the Effective Time (as defined in the Merger
Agreement), Target, is hereinafter referred to as the “Company.”

       

      Pursuant
to the TA Indigo Holding Corporation 2007 Restricted Preferred Stock Plan (the
“Plan”),  and for good consideration and in consideration of the
employment or continued employment of the Grantee by the Company and of the
Company’s obligations under the Merger Agreement, pursuant to which the Grantee
received cash, shares of Preferred Stock and/or options to purchase shares of
common stock of Parent, the Company hereby grants, sells and issues to the
individual named above, who is an officer or employee of the Company or any of
the Subsidiaries, the Shares (as defined below) at the Per Share Purchase Price,
which represents the fair market value per share on the Grant Date, subject to
the terms and conditions set forth herein and in the Plan.

       

      The
Grantee agrees to the provisions set forth herein and acknowledges that each
such provision is a material condition of the Company’s agreement to issue and
sell the Shares to him or her.  The Company hereby acknowledges
receipt of $[_______] in
full payment for the Shares.  All references to share prices and
amounts herein shall be equitably adjusted to reflect stock splits, stock
dividends, recapitalizations, mergers, reorganizations and similar changes
affecting the capital stock of the Company, and any shares of capital stock of
the Company received on or in respect of Shares in connection with any such
event (including any shares of capital stock or any right, option or warrant to
receive the same or any security convertible into or exchangeable for any such
shares or received upon conversion of any such shares) shall be subject to this
Agreement on the same basis and extent at the relevant time as the Shares in
respect of which they were issued, and shall be deemed Shares as if and to the
same extent they were issued at the date hereof.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      1.           Definitions.  For the purposes
of this Agreement, the following terms shall have the following respective
meanings.  All capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Plan.

       

      “Bankruptcy” shall
mean (i) the filing of a voluntary petition under any bankruptcy or insolvency
law, or a petition for the appointment of a receiver or the making of an
assignment for the benefit of creditors, with respect to the Grantee or any
Permitted Transferee, or (ii) the Grantee or any Permitted Transferee being
subjected involuntarily to such a petition or assignment or to an attachment or
other legal or equitable interest with respect to the Grantee’s or the Permitted
Transferee’s assets, which involuntary petition or assignment or attachment is
not discharged within 60 days after its date, and (iii) the Grantee or any
Permitted Transferee being subject to a transfer of Shares by operation of law
(including by divorce, even if not insolvent), except by reason of
death.

       

      “Permitted
Transferees” shall mean any of the following to whom the Grantee may
transfer Shares hereunder (as set forth in Section 4):  the
Grantee’s spouse, children (natural or adopted), stepchildren, a trust for their
sole benefit of which the Grantee is the settlor; provided, however, that any
such trust does not require or permit distribution of any Shares during the term
of this Agreement unless subject to its terms, or a partnership in which such
family members are the only partners.  Upon the death of the Grantee
(or a Permitted Transferee to whom shares have been transferred hereunder), the
term Permitted Transferees shall also include such deceased Grantee’s (or such
deceased Permitted Transferee’s) estate, executions, administrations, personal
representations, heirs, legatees and distributees, as the case may
be.

       

      “Person” shall mean
any individual, corporation, partnership (limited or general), limited liability
company, limited liability partnership, association, trust, joint venture,
unincorporated organization or any similar entity.

       

      “Preferred Stock”
shall mean the Company’s Series A-1 Preferred Stock, par value $0.001 per share,
together with any shares into which Preferred Stock may be converted or
exchanged, as provided above and herein.

       

      “Restricted Shares”
shall initially mean all of the Shares being purchased by the Grantee on the
date hereof, provided that on each
of the dates listed below, the respective number of Shares indicated below shall
become vested shares if Grantee remains an employee or consultant on each such
date (the “Vested
Shares”).

       

      
        
          	
                  Vesting Date

                	
                  Percentage
      of Shares 
Becoming
      Vested

                	
                  Cumulative
Percentage Vested

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


        

      

       

      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      NTD: Vesting to mirror vesting in
current IntraLinks option agreements for such grantee.  [For senior executives only:]
[If, within twelve months following a Sale Event, the Company, its Subsidiaries
or its successor entity, as the case may be, terminates the employment of the
Grantee without Cause, then, as of the date upon which the Grantee’s employment
with the Company terminates, or such earlier date of diminution of duties, all
Restricted Shares remaining unvested shall vest and be deemed Vested Shares;
provided, however, that if such Restricted Shares do not constitute an Assumed
Award, a Substituted Award or a Converted Award in such Sale Event, then
immediately prior to such Sale Event, one-half of such Restricted Shares shall
vest and be deemed Vested Shares.]

       

      [For non-senior executives
only:]  [If, within six months following a Sale Event, the
Company, its Subsidiaries or its successor entity, as the case may be,
terminates the employment of the Grantee without Cause, then, as of the date
upon which the Grantee’s employment with the Company terminates, such number of
Restricted Shares that would have been vested under the vesting schedule set
forth above had the Grantee’s employment terminated one year after such
termination date shall vest and be deemed Vested Shares.]

       

      “Shares” shall mean
the number of shares of Preferred Stock being purchased by the Grantee on the
date hereof and any additional shares of Preferred Stock or other securities
received in respect of the Shares, as a dividend on, or otherwise on account of,
the Shares.

       

      “Termination Event”
shall mean the termination of the Grantee’s employment or consulting
relationship with the Company and its subsidiaries for any reason whatsoever,
regardless of the circumstances thereof, and including without limitation upon
death, disability, retirement or discharge or resignation for any reason,
whether voluntary or involuntary.  For purposes hereof, the
Committee’s determination of the reason for termination of the Grantee’s
employment shall be conclusive and binding on the Grantee and the Grantee’s
representatives or legatees.  Upon a Termination Event, the Grantee
shall cease to vest in any Restricted Shares.

       

      2.           Purchase and Sale of Shares;
Investment Representations.

       

      (a)           Purchase and
Sale.  On the date hereof, the Company hereby sells to the
Grantee, and the Grantee hereby purchases from the Company, the number of Shares
set forth above for the Per Share Purchase Price.

       

      (b)           Investment
Representations.  In connection with the purchase and sale of
the Shares contemplated by Section 2(a) above, the Grantee hereby
represents and warrants to the Company as follows:

       

      (i)           The
Grantee is purchasing the Shares for the Grantee’s own account for investment
only, and not for resale or with a view to the distribution
thereof.

       

      (ii)           The
Grantee has had such an opportunity as he or she has deemed adequate to obtain
from the Company such information as is necessary to permit him or her to
evaluate the merits and risks of the Grantee’s investment in the Company and has
consulted with the Grantee’s own advisers with respect to the Grantee’s
investment in the Company.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (iii)           The
Grantee has sufficient experience in business, financial and investment matters
to be able to evaluate the risks involved in the purchase of the Shares and to
make an informed investment decision with respect to such purchase.

       

      (iv)           The
Grantee can afford a complete loss of the value of the Shares and is able to
bear the economic risk of holding such Shares for an indefinite
period.

       

      (v)           The
Grantee understands that the Shares are not registered under the Act (it being
understood that the Shares are being issued and sold in reliance on the
exemption provided in Rule 701 thereunder or another exemption under the Act) or
any applicable state securities or “blue sky” laws and may not be sold or
otherwise transferred or disposed of in the absence of an effective registration
statement under the Act and under any applicable state securities or “blue sky”
laws (or exemptions from the registration requirements thereof).  The
Grantee further acknowledges that certificates representing the Shares will bear
restrictive legends reflecting the foregoing.

       

      3.           Repurchase
Right.

       

      (a)           Repurchase.  Upon
the occurrence of a Termination Event or the Bankruptcy of the Grantee, the
Company or its assigns shall have the right and option to repurchase all or any
portion of the Vested Shares held by the Grantee or any Permitted Transferee as
of the date of such Termination Event or Bankruptcy.  In addition,
upon the Bankruptcy of any of the Grantee’s Permitted Transferees, the Company
or its assigns shall have the right and option to repurchase all or any portion
of the Vested Shares held by such Permitted Transferee as of the date of such
Bankruptcy.  The purchase and sale arrangements contemplated by the
preceding sentences of this Section 3(a) are referred to herein as the
“Repurchase.”  Any Restricted Shares shall automatically be cancelled
without any further action by the Company upon a Termination Event or
Bankruptcy.  The Grantee and any Permitted Transferee shall promptly
surrender to the Company any certificates representing the Restricted Shares
being cancelled upon such Termination Event or Bankruptcy.

       

      (b)           Repurchase
Price.  The per share purchase price of the Vested Shares
subject to the Repurchase (the “Repurchase Price”) shall be, subject to
adjustment as provided above, the fair market value of such Vested Shares as of
the date the Board elects to exercise its Repurchase right, as determined by the
Board in good faith.  The Repurchase right with respect to Vested
Shares shall terminate in accordance with Section 11(b).  [For senior executives only:]
[; provided, however, that if the Grantee or Permitted Transferee, as
applicable, disagrees with the Board’s determination of Fair Market Value, the
Board shall select and retain an independent appraiser (reasonably acceptable to
the Grantee or Permitted Transferee, as applicable) to determine the Fair Market
Value, acting reasonably and in good faith, at the Company’s expense; provided,
further, however, that if the appraiser determines that Fair Market Value is
less than 105% of the amount determined by the Board, the challenging Grantee or
Permitted Transferee, as applicable, shall pay the fees and expenses of such
appraiser.  The determination of Fair Market Value by the appraiser
shall be binding and conclusive on the Company and such Grantee or Permitted
Transferee, as applicable.]

       

      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      (c)           Closing
Procedure.  The Company or its assigns shall effect the
Repurchase (if so elected) by delivering or mailing to the Grantee (and/or, if
applicable, any Permitted Transferees) written notice within six (6) months
after the Termination Event or Bankruptcy, specifying a date within such
six-month period in which the Repurchase shall be effected.  Upon such
notification, the Grantee and any Permitted Transferees shall promptly surrender
to the Company any certificates representing the Vested Shares being purchased,
together with a duly executed stock power for the transfer of such Vested Shares
to the Company or the Company’s assignee or assignees.  Upon the
Company’s or its assignee’s receipt of the certificates from the Grantee or any
Permitted Transferees, the Company or its assignee or assignees shall deliver to
him, her or them a check for the Repurchase Price of the Vested Shares being
purchased, provided, however, that the
Company may pay the Repurchase Price for such shares by offsetting and canceling
any indebtedness then owed by the Grantee to the Company.  At such
time, the Grantee and/or any holder of the Shares shall deliver to the Company
the certificate or certificates representing the Shares so repurchased, duly
endorsed for transfer, free and clear of any liens or
encumbrances.  The Repurchase right specified herein shall survive and
remain in effect as to Restricted Shares following and notwithstanding any
public offering by or merger or other transaction involving the Company and
certificates representing such Restricted Shares shall bear legends to such
effect, subject to Section 11(b) below.

       

      4.           Restrictions
on Transfer of Shares.  None of the
Shares now owned or hereafter acquired shall be sold, assigned, transferred,
pledged, hypothecated, given away or in any other manner disposed of or
encumbered, whether voluntarily or by operation of law, unless such transfer is
in compliance with all applicable securities laws (including, without
limitation, the Act), and such disposition is in accordance with the terms and
conditions of this Section 4 and such disposition does not cause the
Company to become subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended.  In connection with any transfer of
Shares, the Company may require the transferor to provide at the Grantee’s own
expense an opinion of counsel to the transferor, satisfactory to the Company,
that such transfer is in compliance with all foreign, federal and state
securities laws (including, without limitation, the Act).  Any
attempted disposition of Shares not in accordance with the terms and conditions
of this Section 4 shall be null and void, and the Company shall not reflect
on its records any change in record ownership of any Shares as a result of any
such disposition, shall otherwise refuse to recognize any such disposition and
shall not in any way give effect to any such disposition of any
Shares.  Subject to the foregoing general provisions, Shares may be
transferred pursuant to the following specific terms and
conditions:

       

      (a)           Transfers to Permitted
Transferees.  The Grantee (but not any transferee thereof) may
sell, assign, transfer or give away any or all of the Shares to Permitted
Transferees; provided, however, that such
Permitted Transferee(s) shall, as a condition to any such transfer, agree to be
subject to the provisions of this Agreement (including, without limitation, the
provisions of Section 3 and this Section 4) and shall have delivered a
written acknowledgment to that effect to the Company.

       

      (b)           Transfers Upon
Death.  Upon the death of the Grantee, all Shares shall be
subject to the Repurchase and all Vested Shares shall be and remain subject to
Section 4(c), if applicable, and the Grantee’s estate, executors,
administrators, personal representatives, heirs, legatees and distributees shall
be obligated to convey such Shares to the Company or its assigns under the terms
contemplated hereby.

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      (c)           Other Transfers; Notice;
Right of First Refusal.  In the event that the Grantee (or any
Permitted Transferee holding Shares subject to this Section 4(c)) desires
to sell or otherwise transfer all or any part of the Vested Shares (but in no
event Restricted Shares, which shall not be sold or transferred except as
contemplated by Section 3(a), 3(c) or 4(a) or (b)), the Grantee (or
Permitted Transferee) first shall give written notice to the Company of the
Grantee’s (or Permitted Transferee’s) intention to make such
transfer.  Such notice shall state the number of Vested Shares which
the Grantee (or Permitted Transferee) proposes to sell (the “Offered Shares”),
the price and the terms at which the proposed sale is to be made and the name
and address of the proposed transferee.  At any time within 30 days
after the receipt of such notice by the Company, the Company or its assigns may
elect to purchase all or any portion of the Offered Shares at the price and on
the terms offered by the proposed transferee and specified in the
notice.  The Company or its assigns shall exercise this right by
mailing or delivering written notice to the Grantee (or Permitted Transferee)
within the foregoing 30-day period.  If the Company or its assigns
elect to exercise its purchase rights under this Section 4(c), the closing
for such purchase shall, in any event, take place within 45 days after the
receipt by the Company of the initial notice from the Grantee (or Permitted
Transferee).  In the event that the Company or its assigns do not
elect to exercise such purchase right, or in the event that the Company or its
assigns do not pay the full purchase price within such 45-day period, the
Grantee (or Permitted Transferee) may, within 15 days thereafter, sell the
Offered Shares to the proposed transferee and at the same price and on the same
terms as specified in the Grantee’s (or Permitted Transferee’s)
notice.  Any Shares purchased by such proposed transferee shall no
longer be subject to the terms of this Agreement.  Any Shares not sold
to the proposed transferee shall remain subject to this
Agreement.  Notwithstanding the foregoing, the restrictions under this
Section 4(c) shall terminate in accordance with
Section 11(b).

       

      5.           Drag
Along Right.  In the event the
TA Investors and the Rho Investors (as such terms are defined in the
Stockholders Agreement) (the “Majority Shareholders”) approve a Sale Event in
writing, then the Grantee, including any of his or her successors as
contemplated herein, shall be obligated to and shall upon the written request of
a Majority Shareholders:  (a) sell, transfer and deliver, or cause to
be sold, transferred and delivered, to the third party buyer (the “Buyer”), his
or her Shares on substantially the same terms applicable to the Majority
Shareholders (with appropriate adjustments to reflect the conversion of
convertible securities, the redemption of redeemable securities and the exercise
of exercisable securities as well as the relative preferences and priorities of
preferred stock); and (b) execute and deliver such instruments of conveyance and
transfer and take such other action, including voting such Shares in favor of
any Sale proposed by the Majority Shareholders and executing any purchase
agreements, merger agreements, indemnity agreements, escrow agreements or
related documents, as the Majority Shareholders or the Buyer may reasonably
require in order to carry out the terms and provisions of this
Section 5.  The obligations under this Section 5 shall
terminate in accordance with Section 11(b).

       

      6.           Legend.  Any
certificate(s) representing the Shares shall carry substantially the following
legend:

       

      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      “The
transferability of this certificate and the shares of stock represented hereby
are subject to the restrictions, terms and conditions (including repurchase and
restrictions against transfers) contained in a certain Restricted Stock
Agreement dated June __, 2007 between the Company and the holder of this
certificate (a copy of which is available at the offices of the Company for
examination).”

       

      “The
shares represented by this certificate have not been registered under the
Securities Act of 1933 or the securities laws of any state.  The
shares may not be sold or transferred in the absence of such registration or an
exemption from registration.”

       

      7.           Escrow
Arrangement.

       

      (a)           Escrow.  In
order to carry out the provisions of Sections 3, 4 and 5 of this Agreement more
effectively, the Company shall hold the Shares in escrow together with separate
stock powers executed by the Grantee in blank for transfer, and any Permitted
Transferee shall, as an additional condition to any transfer of Shares, execute
a like stock power as to such Shares.  The Company shall not dispose
of the Shares except as otherwise provided in this Agreement.  In the
event of any repurchase by the Company (or any of its assigns), the Company is
hereby authorized by the Grantee and any Permitted Transferee, as the Grantee’s
and each such Permitted Transferee’s attorney-in-fact, to date and complete the
stock powers necessary for the transfer of the Shares being purchased and to
transfer such Shares in accordance with the terms hereof.  At such
time as any Shares are no longer subject to the Company’s repurchase, first
refusal and drag along rights, the Company shall, at the written request of the
Grantee, deliver to the Grantee (or the relevant Permitted Transferee) a
certificate representing such Shares with the balance of the Shares (if any) to
be held in escrow pursuant to this Section 7.  Furthermore, he
Company is hereby authorized to cancel and retire such Shares which are
Restricted Shares upon a Termination Event or Bankruptcy.

       

      (b)           Remedy.  Without
limitation of any other provision of this Agreement or other rights, in the
event that the Grantee, any Permitted Transferees or any other person or entity
is required to sell the Grantee’s Shares pursuant to the provisions of
Section 3, 4 and 5 of this Agreement and in the further event that he or
she refuses or for any reason fails to deliver to the designated purchaser of
such Shares the certificate or certificates evidencing such Shares together with
a related stock power, such designated purchaser may deposit the applicable
purchase price for such Shares with a bank designated by the Company, or with
the Company’s independent public accounting firm, as agent or trustee, or in
escrow, for the Grantee, any Permitted Transferees or other person or entity, to
be held by such bank or accounting firm for the benefit of and for delivery to
him, her, them or it, and/or, in its discretion, pay such purchase price by
offsetting any indebtedness then owed by the Grantee as provided
above.  Upon any such deposit and/or offset by the designated
purchaser of such amount and upon notice to the person or entity who was
required to sell the Shares to be sold pursuant to the provisions of
Section 3, 4 and 5, such Shares shall at such time be deemed to have been
sold, assigned, transferred and conveyed to such purchaser, the holder thereof
shall have no further rights thereto (other than the right to withdraw the
payment thereof held in escrow, if applicable), and the Company shall record
such transfer in its stock transfer book or in any appropriate
manner.

       

      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      8.           Withholding
Taxes.  The Grantee
acknowledges and agrees that the Company or any of its Subsidiaries have the
right to deduct from payments of any kind otherwise due to the Grantee, or from
the Shares held pursuant to Section 7 hereof, the minimum federal, state or
local taxes of any kind required by law to be withheld with respect to the
purchase of the Shares by the Grantee.  In furtherance of the
foregoing the Grantee agrees to elect, in accordance with Section 83(b) of
the Internal Revenue Code of 1986, as amended, to recognize ordinary income in
the year of acquisition of the Shares, and to pay to the Company all withholding
taxes shown as due on his or her Section 83(b) election form, or otherwise
ultimately determined to be due with respect to such election, based on the
excess, if any, of the fair market value of such Shares as of the date of the
purchase of such Shares by the Grantee over the purchase price for such
Shares.

       

      9.           Assignment.  At the discretion
of the Board, the Company shall have the right to assign the right to exercise
its rights with respect to the Repurchase or pursuant to Section 4(c) to
any Person or Persons, in whole or in part in any particular instance, upon the
same terms and conditions applicable to the exercise thereof by the Company, and
such assignee or assignees of the Company shall then take and hold any Shares so
acquired subject to such terms as may be specified by the Company in connection
with any such assignment.

       

      10.           Noncompetition,
etc.  As a condition of Grantee’s continued employment and as
material inducement to Parent to consummate the transactions contemplated by the
Merger Agreement, Grantee hereby expressly agrees to be bound by the following
covenants, terms and conditions.  Grantee hereby acknowledges and
agrees that he or she has had and/or will have access to trade secrets,
proprietary and confidential information relating to the Company and its
Affiliates and their respective clients, including but not limited to, marketing
data, financial information, client and prospect lists (including without
limitation, Rolodex type or computer- and Web-based compilations (including but
not limited to salesforce.com or other CRM system data) maintained by the
Company or its Affiliates or Grantee), and details of programs and methods,
potential and actual acquisitions, divestitures and joint ventures, pricing
policies, strategies, terms of service, business and product plans, cost
information and software, in each case of the Company, its Affiliates and/or
their respective clients.  Accordingly, Grantee voluntarily enters
into the following covenants to provide the Company with reasonable protection
of those and other valuable interests of the Company:

       

      (a)           Notwithstanding
anything in this Agreement to the contrary, Grantee agrees that during the term
of his employment and any other professional services relationship with the
Company and for [two (2)
years][eighteen (18) months] from the later of the date of termination of
Grantee’s employment or other professional services relationship with the
Company (the “Post-Termination Period”),  Grantee shall not, alone or
as an employee, officer, director, agent, shareholder (other than an owner of 1%
or less of the outstanding shares of any publicly-traded company), consult,
partner, member, owner or in any other capacity, directly or
indirectly:

       

      
        
          
             


          

          
            8

            
              

            

          

          
             


          

        

      

      


      (i)           engage
in any Competitive Activity, as defined below, within or with respect to any
location in the United States or abroad in which Grantee performed or directed
his services (including but not limited to sales and customer calls, whether
conducted in person, by telephone or online) at any time during the twelve month
period immediately preceding the termination of Grantee’s employment for any
reason (the “Territories”), or assist any other person or organization in
engaging in, or preparing to engage in, any Competitive Activity in such
Territories;

       

      (ii)           solicit
or provide services to any Clients, as defined below, of the Company and/or any
of its Affiliates, on his own behalf or on behalf of any third party, in
furtherance of any Competitive Activity.  For purposes of this Section
10, “Client” shall mean any current or former customer of the Company or user of
the Company’s services or software during the term of Grantee’s employment with
the Company, including but not limited to, with respect to such customers, for
any reason, at anytime during the term of Grantee’s employment with the
Company:

       

      (A)            Grantee
performed services whether conducted in person, by telephone or online) on
behalf of the Company and/or any Affiliate;

       

      (B)            Grantee
had substantial contact; or

       

      (C)            Grantee
acquired or had access to trade secrets or other confidential or proprietary
information relating to such customer as a result of Grantee’s employment with
the Company;

       

      (iii)           encourage,
participate in or solicit any employee or consultant of the Company and/or any
Affiliate to engage in Competitive Activity or to accept employment with any
third party engaged in Competitive Activity.  This subsection
10(a)(iii) shall be limited to employees and consultants who:  (1) are
current employees or consultants; or (2) left the employment of the Company or
whose provision of services to the Company terminated within the twelve (12)
month period prior to Grantee’s termination of employment with the Company for
any reason; and

       

      (iv)           for
purposes of this Agreement, “Competitive Activity” shall mean participating
in:

       

      (A)              any
business in competition with the Company organized or operating under any of the
following names:  Merrill Corporation/Merrill DataSite/DataSite;
Fidelity Information Services, Inc./Customized Database Systems (CDS)/ACBS
SyndTrak/SyndTrak; Dealogic Holdings plc; Bowne & Co/DealBench/Bankruptcy
Management Corporation/ Bowne Deal Room Express(TM); RR Donnelley; Capital
Printing; RealCapitalMarkets.com LLC; IndigoPool.com; Imprima de Bussy; The BMC
Group Inc./deal-WorxTM; Interwoven, Inc./iManage; EMC Documentum/EMC Documentum
eRoom and/or;

       

      (B)           any
offering, sale, licensing or provision by any entity of any software,
application service or system, in direct or indirect competition with the
Company’s offerings and including, but not limited to, electronic or digital
document repositories for facilitating transactional due diligence, mergers,
acquisitions, divestitures, financing, investments, investor relations,
corporate records and corporate governance documents, research and development,
clinical trials or other business processes for which the Company’s products or
services are or have been used during the twelve (12) month period preceding
termination of Grantee’s employment for any reason; and/or,

       


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      (C)           any
business that develops, manufactures or markets any products or performs any
services that are otherwise competitive with or similar to the products or
services of  the Company or any of the products or services that the
Company has under development or that are subject to active planning at any time
during the twelve month period immediately preceding the termination of the
Grantee’s professional services to the Company.

       

      (b)           Grantee
agrees that the foregoing restrictions are reasonable and justified in light of:
(i) the nature of  the Company’s business and customers; (ii) the
confidential and proprietary information to which Grantee has had and will have
exposure and access during the course of his professional relationship with the
Company; and (iii) the need for the adequate protection of the business and
the goodwill of the Company.  In the event any restriction in this
Section 10 is deemed to be invalid or unenforceable by any court of competent
jurisdiction, Grantee agrees to the reduction of said restriction to such period
or scope that such court deems reasonable and enforceable.

       

      (c)           Grantee
acknowledges and agrees that any breach of this Section 10 shall cause the
Company immediate, substantial and irreparable harm and therefore, in the event
of any such breach, Grantee agrees that the Company may terminate or suspend
severance payments to Grantee and that Grantee shall immediately forfeit any
equity compensation granted, vested and unvested, that have not previously been
exercised and, in addition to any other remedies which may be available, the
Company shall have the right to seek specific performance and injunctive relief,
without the need to post a bond or other security.

       

      (d)           Grantee
acknowledges and agrees that the provisions of this Section 10 are in addition
to, and not in lieu of, any non-solicitation, non-competition, confidentiality,
nonraid and/or similar obligations which Grantee may have with respect to the
Company and/or its Affiliates, whether by agreement, fiduciary obligation or
otherwise.  Without in any way limiting the provisions of this Section
10, Grantee further acknowledges and agrees that the provisions of this Section
10 shall remain applicable in accordance with their terms after the date of
termination of Grantee’s employment, regardless of whether Grantee’s termination
or cessation of employment is voluntary or involuntary.

       

      (e)           During
and after the term of Grantee’s employment with the Company, Grantee covenants
and agrees that he will not disclose to anyone without the Company’s prior
written consent, any proprietary and confidential materials, documents, records
or other non-public information of any type whatsoever concerning or relating to
the business and affairs of the Company which Grantee may have acquired in the
course of his employment hereunder, including but not limited to:  (i)
trade secrets of the Company; (ii) lists of and/or information concerning
current, former, and/or prospective customers or clients of the Company; (iii)
marketing data and financial information; (iv) information regarding potential
and actual acquisitions, divestitures and joint ventures, (v) pricing policies,
strategies, terms of service, business and product plans, cost information and
software; and (vi) information relating to programs and methods of doing
business (including information concerning operations, technology and systems)
in use or contemplated use by the Company and not generally known among the
Company’s competitors, except to the extent such disclosure is required by law,
regulation or legal process.

       


      
        
           


        

        
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      (f)           During
and after the Grantee’s employment, the Grantee shall cooperate fully with the
Company in the defense or prosecution of any claims or actions now in existence
or which may be brought in the future against or on behalf of the Company which
relate to events or occurrences that transpired while the Grantee was employed
by the Company.  The Grantee’s full cooperation in connection with
such claims or actions shall include, but not be limited to, being available to
meet with counsel to prepare for discovery or trial and to act as a witness on
behalf of the Company at mutually convenient times.  During and after
the Grantee’s employment, the Grantee also shall cooperate fully with the
Company in connection with any investigation or review of any federal, state or
local regulatory authority as any such investigation or review relates to events
or occurrences that transpired while the Grantee was employed by the
Company.  The Company shall reimburse the Grantee for any reasonable
out-of-pocket expenses incurred in connection with the Grantee’s performance of
obligations pursuant to this Section 10(f).

       

      (g)           Grantee
acknowledges and agrees that his breach of any provision of this Section 10
(collectively the “Restrictive Covenants”) would result in irreparable injury
and damage for which money damages do not provide adequate
remedy.  Therefore, if Grantee breaches or threatens to commit a
breach of any Restrictive Covenant, the Company shall have the following rights
and remedies (in accordance with applicable law and upon compliance with any
necessary prerequisites imposed by law upon the availability of such remedies),
each of which rights and remedies shall be independent of the other and
severally enforceable, and all of which rights and remedies shall be in addition
to, and not in lieu of, any other rights and remedies available to Company under
law or in equity (including, without limitation, the recovery of
damages):

       

      (i)           To
have the Restrictive Covenants specifically enforced (without posting bond and
without the need to prove damages) by any court having jurisdiction, including,
without limitation, the right to seek an entry against Grantee of restraining
orders and injunctions (preliminary, mandatory, temporary and permanent) against
violations, threatened or actual, and whether or not then continuing, of such
covenants;

       

      (ii)           To
require Grantee to forfeit his right to receive the balance of any compensation
due him which is not yet earned and accrued or vested under this Agreement
(whether it be in the form of severance pay, annual salary, expenses or
vacation); and

       


      
        
           


        

        
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      (iii)           To
require Grantee to account for and pay over to the Company all compensation,
profits, monies, accruals, increments or other benefits (collectively,
“Profits”) derived or received by him as the result of any transactions
constituting a breach of the Restrictive Covenants, and Grantee shall account
for and pay over the Profits to the Company.

       

      (h)           Without
in any way limiting the provisions of this Section 10, Grantee further
acknowledges and agrees that the provisions of this Section 10 shall remain
applicable in accordance with their terms after the date of termination of
Grantee’s employment, regardless of whether: (i) Grantee’s termination or
cessation of employment is voluntary or involuntary; and (ii) any Shares are not
or will not vest.   In addition, notwithstanding Section 11(b),
the provisions of this Section 10 shall survive a Sale Event and the vesting in
full of all Shares.

       

      11.           Miscellaneous
Provisions.

       

      (a)           Lockup
provision.  The Grantee and each Permitted Transferee shall
agree, if requested by the Company and any underwriter engaged by the Company,
not to sell or otherwise transfer or dispose of any securities of the Company
(including, without limitation pursuant to Rule 144 under the Act (or any
successor or similar exemptive rule hereafter in effect)) held by them for such
period following the effective date of any registration statement of the Company
filed under the Act as the Company or such underwriter shall specify reasonably
and in good faith, not to exceed 180 days in the case of the Company’s Initial
Public Offering or 90 days in the case of any other public
offering.

       

      (b)           Termination.  The
Company’s Repurchase right with respect to Vested Shares under Section 3,
the restrictions on transfer of Vested Shares under Section 4(c) and the
Grantee’s Drag Along obligations under Section 5 shall terminate upon the
closing of the Company’s Initial Public Offering or upon consummation of any
Sale Event, in either case as a result of which shares of the Company (or
successor entity) of the same class as the Shares are registered under
Section 12 of the Exchange Act of 1934 and publicly traded on NASDAQ or any
national security exchange; provided, however, that all
other provisions shall remain in effect following the same until all of the
Shares have become Vested Shares.

       

      (c)           Record Owner;
Dividends.  The Grantee and any Permitted Transferees, during
the duration of this Agreement, shall be considered the record owners of and
shall be entitled to vote the Shares if and to the extent the Shares are
entitled to voting rights.  The Grantee and any Permitted Transferees
shall be entitled to receive all dividends and any other distributions declared
on the Shares; provided, however, that the
Company is under no duty to declare any such dividends or to make any such
distribution.

       

      (d)           Equitable
Relief.  The parties hereto agree and declare that legal
remedies are inadequate to enforce the provisions of this Agreement and that
equitable relief, including specific performance and injunctive relief, may be
used to enforce the provisions of this Agreement.

       

      (e)           Change and
Modifications.  This Agreement may not be orally changed,
modified or terminated, nor shall any oral waiver of any of its terms be
effective. This Agreement may be changed, modified or terminated only by an
agreement in writing signed by the Company and the Grantee.

       


      
        
           


        

        
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      (f)           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of Delaware without regard to conflict of law
principles.

       

      (g)           Headings.  The
headings are intended only for convenience in finding the subject matter and do
not constitute part of the text of this Agreement and shall not be considered in
the interpretation of this Agreement.

       

      (h)           Saving
Clause.  If any provision(s) of this Agreement shall be
determined to be illegal or unenforceable, such determination shall in no manner
affect the legality or enforceability of any other provision
hereof.

       

      (i)           Notices.  All
notices, requests, consents and other communications shall be in writing and be
deemed given when delivered personally, by telex or facsimile transmission or
when received if mailed by first class registered or certified mail, postage
prepaid.  Notices to the Company or the Grantee shall be addressed as
set forth underneath their signatures below, or to such other address or
addresses as may have been furnished by such party in writing to the
other.  Notices to any holder of the Shares other than the Grantee
shall be addressed to the address furnished by such holder to the
Company.

       

      (j)           Benefit and Binding
Effect.  This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their respective successors, assigns, and
legal representatives.  Without limitation of the foregoing, upon any
stock-for-stock merger in which the Company is not the surviving entity, shares
of the Company’s successor issued in respect of the Shares shall remain subject
to vesting and the Repurchase right of first refusal hereunder.  The
Company has the right to assign this Agreement, and such assignee shall become
entitled to all the rights of the Company hereunder to the extent of such
assignment.

       

      (k)           Dispute
Resolution.  Except as provided below, all disputes, claims, or
controversies arising out of or relating to this Agreement, or the negotiation,
validity or performance hereof or the transactions contemplated hereby, that are
not resolved by mutual agreement shall be resolved solely and exclusively by
binding arbitration to be conducted before J.A.M.S./Endispute, Inc. or its
successor.  The parties understand and agree that this arbitration
provision shall apply equally to claims of fraud or fraud in the
inducement.  The arbitration shall be held in New York City, New York
before a single arbitrator and shall be conducted in accordance with the rules
and regulations promulgated by J.A.M.S./Endispute, Inc. unless specifically
modified herein.

       

      The
parties covenant and agree that the arbitration shall commence within one
hundred twenty (120) days of the date on which a written demand for arbitration
is filed by any party hereto.  In connection with the arbitration
proceeding, the arbitrator shall have the power to order the production of
documents by each party and any third-party witnesses.  In addition,
each party may take up to three depositions as of right, and the arbitrator may
in his or her discretion allow additional depositions upon good cause shown by
the moving party.  However, the arbitrator shall not have the power to
order the answering of interrogatories or the response to requests for
admission.  In connection with any arbitration, each party shall
provide to the other, no later than fourteen (14) business days before the date
of the arbitration, the identity of all persons that may testify at the
arbitration, a copy of all documents that may be introduced at the arbitration
or considered or used by a party’s witness or expert, and a summary of the
expert’s opinions and the basis for said opinions.  The arbitrator’s
decision and award shall be made and delivered within sixty (60) days of the
conclusion of the arbitration.  The arbitrator’s decision shall set
forth a reasoned basis for any award of damages or finding of
liability.  The arbitrator shall not have power to award damages in
excess of actual compensatory damages and shall not multiply actual damages or
award punitive damages or any other damages that are specifically excluded under
this Agreement, and each party hereby irrevocably waives any claim to such
damages.

       


      
        
           


        

        
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      The
parties covenant and agree that they will participate in the arbitration in good
faith and that they will share equally its costs, except as otherwise provided
herein.  The arbitrator may in his or her discretion assess costs and
expenses (including the reasonable legal fees and expenses of the prevailing
party) against any party to a proceeding.  Any party unsuccessfully
refusing to comply with an order of the arbitrators shall be liable for costs
and expenses, including attorneys’ fees, incurred by the other party in
enforcing the award.  This Section applies equally to requests for
temporary, preliminary or permanent injunctive relief, except that in the case
of temporary or preliminary injunctive relief any party may proceed in court
without prior arbitration for the limited purpose of avoiding immediate and
irreparable harm.  The provisions of this Section shall be enforceable
in any court of competent jurisdiction.

       

      Subject
to the second sentence of the immediately preceding paragraph, the parties shall
bear their own attorneys’ fees, costs and expenses in connection with the
arbitration.  The parties will share equally in the fees and expenses
charged by J.A.M.S./Endispute, Inc.

       

      Each of
the parties hereto irrevocably and unconditionally consents to the exclusive
jurisdiction of J.A.M.S./Endispute, Inc. to resolve all disputes, claims or
controversies arising out of or relating to this Agreement or any other
agreement executed and delivered pursuant to this Agreement or the negotiation,
validity or performance hereof and thereof or the transactions contemplated
hereby and thereby and further consents to the jurisdiction of the courts of New
York for the purposes of enforcing the arbitration provisions of this
Section.  Each party further irrevocably waives any objection to
proceeding before J.A.M.S./Endispute, Inc. based upon lack of personal
jurisdiction or to the laying of venue and further irrevocably and
unconditionally waives and agrees not to make a claim in any court that
arbitration before J.A.M.S./Endispute, Inc. has been brought in an inconvenient
forum.  Each of the parties hereto hereby consents to service of
process by registered mail at the address to which notices are to be
given.  Each of the parties hereto agrees that its or his submission
to jurisdiction and its or his consent to service of process by mail is made for
the express benefit of the other parties hereto.

       

      (l)           Counterparts.  For
the convenience of the parties and to facilitate execution, this Agreement may
be executed in two or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same
document.

       

      [SIGNATURE
PAGE FOLLOWS]

       

      
        
           


        

        
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      IN
WITNESS WHEREOF, the Company and the Grantee have executed this Restricted Stock
Agreement as of the date first above written.

       

       

      
        	 	COMPANY
	 	 
	 
      	
                TA
      INDIGO HOLDING CORPORATION

              
	 	 
	 	 
	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              
	 	 	 
	 
      	
                GRANTEE:

              
	 
      	 
      
	 	 
	 	

                Name:

              
	 	 
	 	

                Address:

              
	 	  
	 	 
	 	 
	 
      	 
      
	 	 
	 
      	 
      


      

      
      

       

      
        
           


        

        
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