cowi_ex101.htm


    EXHIBIT
10.1

    COROWARE,
INC.

    2010
Incentive Stock Plan

     

    THIS COROWARE, INC. 2010 INCENTIVE
STOCK PLAN (the "Plan") is designed to retain
directors, executives and selected employees and consultants and reward them for
making major contributions to the success of the Company. These objectives are
accomplished by making long-term incentive awards under the Plan thereby
providing Participants with a proprietary interest in the growth and performance
of the Company.

     

    1.           Definitions.

    


    (a)           "Board" - The Board of
Directors of the Company.

    


    (b)           "Code" - The Internal Revenue
Code of 1986, as amended from time to time.

    


    (c)           "Committee" - The Compensation
Committee of the Company's Board, or such other committee of the Board that is
designated by the Board to administer the Plan, composed of not less than two
members of the Board all of whom are disinterested persons, as contemplated by
Rule 16b-3 ("Rule 16b-3") promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

    


    (d)           “Company" – COROWARE, INC. and
its subsidiaries including subsidiaries of subsidiaries.

    


    (e)           "Exchange Act" - The Securities
Exchange Act of 1934, as amended from time to time.

    


    (f)           "Fair Market Value" - The fair
market value of the Company's issued and outstanding Stock as determined in good
faith by the Board or Committee.

    


    (g)           "Grant" - The grant of any form
of stock option, stock award, or stock purchase offer, whether granted singly,
in combination or in tandem, to a Participant pursuant to such terms, conditions
and limitations as the Committee may establish in order to fulfill the
objectives of the Plan.

    


    (h)           "Grant Agreement" - An
agreement between the Company and a Participant that sets forth the terms,
conditions and limitations applicable to a Grant.

    


    (i)           "Option" - Either an Incentive
Stock Option, in accordance with Section 422 of Code, or a Nonstatutory
Option, to purchase the Company's Stock that may be awarded to a Participant
under the Plan. A Participant who receives an award of an Option shall be
referred to as an "Optionee."

    


    
      
         


      

      
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    (j)           "Participant" - A director,
officer, employee or consultant of the Company to whom an Award has been made
under the Plan.

    


    (k)           "Restricted Stock Purchase
Offer" - A Grant of the right to purchase a specified number of shares of
Stock pursuant to a written agreement issued under the Plan.

    


    (l)           "Securities Act" - The
Securities Act of 1933, as amended from time to time.

    


    (m)           ”Stock" - Authorized and issued
or unissued shares of common stock of the Company.

    


    (n)           "Stock Award" - A Grant made
under the Plan in stock or denominated in units of stock for which the
Participant is not obligated to pay additional consideration.

     

    2.           Administration.
The Plan shall be administered by the Board, provided however, that the Board
may delegate such administration to the Committee. Subject to the provisions of
the Plan, the Board and/or the Committee shall have authority to (a) grant, in
its discretion, Incentive Stock Options in accordance with Section 422 of
the Code, or Nonstatutory Options, Stock Awards or Restricted Stock Purchase
Offers; (b) determine in good faith the fair market value of the Stock covered
by any Grant; (c) determine which eligible persons shall receive Grants and the
number of shares, restrictions, terms and conditions to be included in such
Grants; (d) construe and interpret the Plan; (e) promulgate, amend and rescind
rules and regulations relating to its administration, and correct defects,
omissions and inconsistencies in the Plan or any Grant; (f) consistent with the
Plan and with the consent of the Participant, as appropriate, amend any
outstanding Grant or amend the exercise date or dates thereof; (g) determine the
duration and purpose of leaves of absence which may be granted to Participants
without constituting termination of their employment for the purpose of the Plan
or any Grant; and (h) make all other determinations necessary or advisable for
the Plan's administration. The interpretation and construction by the Board of
any provisions of the Plan or selection of Participants shall be conclusive and
final. No member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Grant made
thereunder.

    


    3.           Eligibility.

    


    (a)           General: The persons
who shall be eligible to receive Grants shall be directors, officers, employees
or consultants to the Company. The term consultant shall mean any person, other
than an employee, who is engaged by the Company to render services and is
compensated for such services. An Optionee may hold more than one Option. Any
issuance of a Grant to an officer or director of the Company subsequent to the
first registration of any of the securities of the Company under the Exchange
Act shall comply with the requirements of Rule 16b-3.

    


    
      
         


      

      
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    (b)           Incentive Stock
Options: Incentive Stock Options may only be issued to employees of the
Company. Incentive Stock Options may be granted to officers or directors,
provided they are also employees of the Company. Payment of a director's fee
shall not be sufficient to constitute employment by the Company.

     

    The
Company shall not grant an Incentive Stock Option under the Plan to any employee
if such Grant would result in such employee holding the right to exercise for
the first time in any one calendar year, under all Incentive Stock Options
granted under the Plan or any other plan maintained by the Company, with respect
to shares of Stock having an aggregate fair market value, determined as of the
date of the Option is granted, in excess of $100,000. Should it be determined
that an Incentive Stock Option granted under the Plan exceeds such maximum for
any reason other than a failure in good faith to value the Stock subject to such
option, the excess portion of such option shall be considered a Nonstatutory
Option. To the extent the employee holds two (2) or more such Options which
become exercisable for the first time in the same calendar year, the foregoing
limitation on the exercisability of such Option as Incentive Stock Options under
the Federal tax laws shall be applied on the basis of the order in which such
Options are granted. If, for any reason, an entire Option does not qualify as an
Incentive Stock Option by reason of exceeding such maximum, such Option shall be
considered a Nonstatutory Option.

     

    (c)           Nonstatutory Option:
The provisions of the foregoing Section 3(b) shall not apply to any Option
designated as a "Nonstatutory
Option" or which sets forth the intention of the parties that the Option
be a Nonstatutory Option.

    


    (d)           Stock Awards and Restricted
Stock Purchase Offers: The provisions of this Section 3 shall not
apply to any Stock Award or Restricted Stock Purchase Offer under the
Plan.

    


    4.           Stock.

    


    (a)           Authorized Stock:
Stock subject to Grants may be either unissued or reacquired Stock.

    


    
      
         


      

      
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    (b)           Number of Shares:
Subject to adjustment as provided in Section 5(i) of the Plan, the total
number of shares of Stock which may be purchased or granted directly by Options,
Stock Awards or Restricted Stock Purchase Offers, or purchased indirectly
through exercise of Options granted under the Plan shall not exceed Five Million
(5,000,000) shares. If any Grant shall for any reason terminate or expire, any
shares allocated thereto but remaining unpurchased upon such expiration or
termination shall again be available for Grants with respect thereto under the
Plan as though no Grant had previously occurred with respect to such shares. Any
shares of Stock issued pursuant to a Grant and repurchased pursuant to the terms
thereof shall be available for future Grants as though not previously covered by
a Grant.

     

     (c)           Reservation of
Shares: The Company shall reserve and keep available at all times during
the term of the Plan such number of shares as shall be sufficient to satisfy the
requirements of the Plan. If, after reasonable efforts, which efforts shall not
include the registration of the Plan or Grants under the Securities Act, the
Company is unable to obtain authority from any applicable regulatory body, which
authorization is deemed necessary by legal counsel for the Company for the
lawful issuance of shares hereunder, the Company shall be relieved of any
liability with respect to its failure to issue and sell the shares for which
such requisite authority was so deemed necessary unless and until such authority
is obtained.

    


    (d)           Application of
Funds:

    


    The
proceeds received by the Company from the sale of Stock pursuant to the exercise
of Options or rights under Stock Purchase Agreements will be used for general
corporate purposes.

     

    (e)           No Obligation to
Exercise: The issuance of a Grant shall impose no obligation upon the
Participant to exercise any rights under such Grant.

    


    5.           Terms and
Conditions of Options. Options granted hereunder shall be evidenced by
agreements between the Company and the respective Optionees, in such form and
substance as the Board or Committee shall from time to time approve. The form of
Incentive Stock Option Agreement attached hereto as Exhibit A and
the three forms of a Nonstatutory Stock Option Agreement for employees, for
directors and for consultants, attached hereto as Exhibit B-1,
Exhibit B-2
and
Exhibit B-3, respectively, shall be deemed to be approved by the
Board. Option agreements need not be identical, and in each case may include
such provisions as the Board or Committee may determine, but all such agreements
shall be subject to and limited by the following terms and
conditions:

    


    (a)           Number of Shares:
Each Option shall state the number of shares to which it pertains.

    


    (b)           Exercise Price: Each
Option shall state the exercise price, which shall be determined as
follows:

    


    (i)           Any
Incentive Stock Option granted to a person who at the time the Option is granted
owns (or is deemed to own pursuant to Section 424(d) of the Code) stock
possessing more than ten percent (10%) of the total combined voting power
or value of all classes of stock of the Company ("Ten Percent Holder")
shall have an exercise price of no less than 110% of the Fair Market Value of
the Stock as of the date of grant; and

    


    
      
         


      

      
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    (ii)           Incentive
Stock Options granted to a person who at the time the Option is granted is not a
Ten Percent Holder shall have an exercise price of no less than 100% of the Fair
Market Value of the Stock as of the date of grant.

     

    For the
purposes of this Section 5(b), the Fair Market Value shall be as determined
by the Board in good faith, which determination shall be conclusive and binding;
provided however, that if there is a public market for such Stock, the Fair
Market Value per share shall be the average of the bid and asked prices (or the
closing price if such stock is listed on the NASDAQ National Market System or
Small Cap Issue Market) on the date of grant of the Option, or if listed on a
stock exchange, the closing price on such exchange on such date of
grant.

     

    (c)           Medium and Time of
Payment: The exercise price shall become immediately due upon exercise of
the Option and shall be paid in cash or check made payable to the Company.
Should the Company's outstanding Stock be registered under Section 12(g) of
the Exchange Act at the time the Option is exercised, then the exercise price
may also be paid as follows:

    


     (i)           in
shares of Stock held by the Optionee for the requisite period necessary to avoid
a charge to the Company's earnings for financial reporting purposes and valued
at Fair Market Value on the exercise date, or

    


    (ii)           through
a special sale and remittance procedure pursuant to which the Optionee shall
concurrently provide irrevocable written instructions (a) to a Company
designated brokerage firm to effect the immediate sale of the purchased shares
and remit to the Company, out of the sale proceeds available on the settlement
date, sufficient funds to cover the aggregate exercise price payable for the
purchased shares plus all applicable Federal, state and local income and
employment taxes required to be withheld by the Company by reason of such
purchase and (b) to the Company to deliver the certificates for the purchased
shares directly to such brokerage firm in order to complete the sale
transaction.

     

    At the
discretion of the Board, exercisable either at the time of Option grant or of
Option exercise, the exercise price may also be paid (i) by Optionee's delivery
of a promissory note in form and substance satisfactory to the Company and
permissible under applicable securities rules and bearing interest at a rate
determined by the Board in its sole discretion, but in no event less than the
minimum rate of interest required to avoid the imputation of compensation income
to the Optionee under the Federal tax laws, or (ii) in such other form of
consideration permitted by the State of Delaware corporations law as may be
acceptable to the Board.

     

    (d)           Term and Exercise of
Options: Any Option granted to an employee of the Company shall become
exercisable over a period of no longer than five (5) years, and no less than
twenty percent (20%) of the shares covered thereby shall become exercisable
annually. No Option shall be exercisable, in whole or in part, prior to one (1)
year from the date it is granted unless the Board shall specifically determine
otherwise, as provided herein. In no event shall any Option be exercisable after
the expiration of ten (10) years from the date it is granted, and no Incentive
Stock Option granted to a Ten Percent Holder shall, by its terms, be exercisable
after the expiration of five (5) years from the date of the Option. Unless
otherwise specified by the Board or the Committee in the resolution authorizing
such Option, the date of grant of an Option shall be deemed to be the date upon
which the Board or the Committee authorizes the granting of such
Option.

     

    Each
Option shall be exercisable to the nearest whole share, in installments or
otherwise, as the respective Option agreements may provide. During the lifetime
of an Optionee, the Option shall be exercisable only by the Optionee and shall
not be assignable or transferable by the Optionee, and no other person shall
acquire any rights therein. To the extent not exercised, installments (if more
than one) shall accumulate, but shall be exercisable, in whole or in part, only
during the period for exercise as stated in the Option agreement, whether or not
other installments are then exercisable.

     

    (e)           Termination of Status as
Employee, Consultant or Director: If Optionee's status as an employee
shall terminate for any reason other than Optionee's disability or death, then
Optionee (or if the Optionee shall die after such termination, but prior to
exercise, Optionee's personal representative or the person entitled to succeed
to the Option) shall have the right to exercise the portions of any of
Optionee's Incentive Stock Options which were exercisable as of the date of such
termination, in whole or in part, not less than 30 days nor more than three (3)
months after such termination (or, in the event of "termination for good cause"
as that term is defined in Delaware case law related thereto, or by the terms of
the Plan or the Option Agreement or an employment agreement, the Option shall
automatically terminate as of the termination of employment as to all shares
covered by the Option).

    


    With
respect to Nonstatutory Options granted to employees, directors or consultants,
the Board may specify such period for exercise, not less than 30 days (except
that in the case of "termination for cause" or
removal of a director, the Option shall automatically terminate as of the
termination of employment or services as to shares covered by the Option,
following termination of employment or services as the Board deems reasonable
and appropriate. The Option may be exercised only with respect to installments
that the Optionee could have exercised at the date of termination of employment
or services. Nothing contained herein or in any Option granted pursuant hereto
shall be construed to affect or restrict in any way the right of the Company to
terminate the employment or services of an Optionee with or without
cause.

     

    (f)           Disability of
Optionee: If an Optionee is disabled (within the meaning of
Section 22(e)(3) of the Code) at the time of termination, the three (3)
month period set forth in Section 5(e) shall be a period, as determined by
the Board and set forth in the Option, of not less than six months nor more than
one year after such termination.

    


    
      
         


      

      
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    (g)           Death of Optionee: If
an Optionee dies while employed by, engaged as a consultant to, or serving as a
Director of the Company, the portion of such Optionee's Option which was
exercisable at the date of death may be exercised, in whole or in part, by the
estate of the decedent or by a person succeeding to the right to exercise such
Option at any time within (i) a period, as determined by the Board and set forth
in the Option, of not less than six (6) months nor more than one (1) year after
Optionee's death, which period shall not be more, in the case of a Nonstatutory
Option, than the period for exercise following termination of employment or
services, or (ii) during the remaining term of the Option, whichever is the
lesser. The Option may be so exercised only with respect to installments
exercisable at the time of Optionee's death and not previously exercised by the
Optionee.

    


    (h)           Nontransferability of
Option: No Option shall be transferable by the Optionee, except by will
or by the laws of descent and distribution.

    


    (i)           Recapitalization:
Subject to any required action of shareholders, the number of shares of Stock
covered by each outstanding Option, and the exercise price per share thereof set
forth in each such Option, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Stock of the Company resulting from a
stock split, stock dividend, combination, subdivision or reclassification of
shares, or the payment of a stock dividend, or any other increase or decrease in
the number of such shares affected without receipt of consideration by the
Company; provided, however, the conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration" by the Company.

    


    In the
event of a proposed dissolution or liquidation of the Company, a merger or
consolidation in which the Company is not the surviving entity, or a sale of all
or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), unless
otherwise provided by the Board, this Option shall terminate immediately prior
to such date as is determined by the Board, which date shall be no later than
the consummation of such Reorganization. In such event, if the entity which
shall be the surviving entity does not tender to Optionee an offer, for which it
has no obligation to do so, to substitute for any unexercised Option a stock
option or capital stock of such surviving of such surviving entity, as
applicable, which on an equitable basis shall provide the Optionee with
substantially the same economic benefit as such unexercised Option, then the
Board may grant to such Optionee, in its sole and absolute discretion and
without obligation, the right for a period commencing thirty (30) days prior to
and ending immediately prior to the date determined by the Board pursuant hereto
for termination of the Option or during the remaining term of the Option,
whichever is the lesser, to exercise any unexpired Option or Options without
regard to the installment provisions of Paragraph 6(d) of the Plan; provided,
that any such right granted shall be granted to all Optionees not receiving an
offer to receive substitute options on a consistent basis, and provided further,
that any such exercise shall be subject to the consummation of such
Reorganization.

     

    
      
         


      

      
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    Subject
to any required action of shareholders, if the Company shall be the surviving
entity in any merger or consolidation, each outstanding Option thereafter shall
pertain to and apply to the securities to which a holder of shares of Stock
equal to the shares subject to the Option would have been entitled by reason of
such merger or consolidation.

     

    In the
event of a change in the Stock of the Company as presently constituted, which is
limited to a change of all of its authorized shares without par value into the
same number of shares with a par value, the shares resulting from any such
change shall be deemed to be the Stock within the meaning of the
Plan.

     

    To the
extent that the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. Except as expressly
provided in this Section 5(i), the Optionee shall have no rights by reason
of any subdivision or consolidation of shares of stock of any class or the
payment of any stock dividend or any other increase or decrease in the number of
shares of stock of any class, and the number or price of shares of Stock subject
to any Option shall not be affected by, and no adjustment shall be made by
reason of, any dissolution, liquidation, merger, consolidation or sale of assets
or capital stock, or any issue by the Company of shares of stock of any class or
securities convertible into shares of stock of any class.

     

    The Grant
of an Option pursuant to the Plan shall not affect in any way the right or power
of the Company to make any adjustments, reclassifications, reorganizations or
changes in its capital or business structure or to merge, consolidate, dissolve,
or liquidate or to sell or transfer all or any part of its business or
assets.

     

    (j)           Rights as a
Shareholder: An Optionee shall have no rights as a shareholder with
respect to any shares covered by an Option until the effective date of the
issuance of the shares following exercise of such Option by Optionee. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued, except as
expressly provided in Section 5(i) hereof.

    


    (k)          Modification, Acceleration,
Extension, and Renewal of Options: Subject to the terms and conditions
and within the limitations of the Plan, the Board may modify an Option, or, once
an Option is exercisable, accelerate the rate at which it may be exercised, and
may extend or renew outstanding Options granted under the Plan or accept the
surrender of outstanding Options (to the extent not theretofore exercised) and
authorize the granting of new Options in substitution for such Options, provided
such action is permissible under Section 422 of the Code and applicable
state securities rules. Notwithstanding the provisions of this
Section 5(k), however, no modification of an Option shall, without the
consent of the Optionee, alter to the Optionee's detriment or impair any rights
or obligations under any Option theretofore granted under the Plan.

     

    
      
         


      

      
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    (l)           Exercise Before Exercise
Date: At the discretion of the Board, the Option may, but need not,
include a provision whereby the Optionee may elect to exercise all or any
portion of the Option prior to the stated exercise date of the Option or any
installment thereof. Any shares so purchased prior to the stated exercise date
shall be subject to repurchase by the Company upon termination of Optionee's
employment as contemplated by Section 5(n) hereof prior to the exercise
date stated in the Option and such other restrictions and conditions as the
Board or Committee may deem advisable.

    


    (m)         Other Provisions: The
Option agreements authorized under the Plan shall contain such other provisions,
including, without limitation, restrictions upon the exercise of the Options, as
the Board or the Committee shall deem advisable. Shares shall not be issued
pursuant to the exercise of an Option, if the exercise of such Option or the
issuance of shares thereunder would violate, in the opinion of legal counsel for
the Company, the provisions of any applicable law or the rules or regulations of
any applicable governmental or administrative agency or body, such as the Code,
the Securities Act, the Exchange Act, applicable state securities rules,
Delaware corporation law, and the rules promulgated under the foregoing or the
rules and regulations of any exchange upon which the shares of the Company are
listed. Without limiting the generality of the foregoing, the exercise of each
Option shall be subject to the condition that if at any time the Company shall
determine that (i) the satisfaction of withholding tax or other similar
liabilities, or (ii) the listing, registration or qualification of any shares
covered by such exercise upon any securities exchange or under any state or
federal law, or (iii) the consent or approval of any regulatory body, or (iv)
the perfection of any exemption from any such withholding, listing,
registration, qualification, consent or approval is necessary or desirable in
connection with such exercise or the issuance of shares thereunder, then in any
such event, such exercise shall not be effective unless such withholding,
listing registration, qualification, consent, approval or exemption shall have
been effected, obtained or perfected free of any conditions not acceptable to
the Company.

    


    
      
         


      

      
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    (n)          Repurchase Agreement:
The Board may, in its discretion, require as a condition to the Grant of an
Option hereunder, that an Optionee execute an agreement with the Company, in
form and substance satisfactory to the Board in its discretion ("Repurchase Agreement"), (i)
restricting the Optionee's right to transfer shares purchased under such Option
without first offering such shares to the Company or another shareholder of the
Company upon the same terms and conditions as provided therein; and (ii)
providing that upon termination of Optionee's employment with the Company, for
any reason, the Company (or another shareholder of the Company, as provided in
the Repurchase Agreement) shall have the right at its discretion (or the
discretion of such other shareholders) to purchase and/or redeem all such shares
owned by the Optionee on the date of termination of his or her employment at a
price equal to: (A) the fair value of such shares as of such date of
termination; or (B) if such repurchase right lapses at 20% of the number of
shares per year, the original purchase price of such shares, and upon terms of
payment permissible under applicable state securities rules; provided that in
the case of Options or Stock Awards granted to officers, directors, consultants
or affiliates of the Company, such repurchase provisions may be subject to
additional or greater restrictions as determined by the Board or
Committee.

     

    6.           Stock
Awards and Restricted Stock Purchase Offers.

    


    (a)          Types of
Grants.

    


    (i)           Stock Award. All or
part of any Stock Award under the Plan may be subject to conditions established
by the Board or the Committee, and set forth in the Stock Award Agreement, which
may include, but are not limited to, continuous service with the Company,
achievement of specific business objectives, increases in specified indices,
attaining growth rates and other comparable measurements of Company performance.
Such Awards may be based on Fair Market Value or other specified valuation. All
Stock Awards will be made pursuant to the execution of a Stock Award Agreement
substantially in the form attached hereto as Exhibit C.

    


    (ii)          Restricted Stock Purchase
Offer. A Grant of a Restricted Stock Purchase Offer under the Plan shall
be subject to such (i) vesting contingencies related to the Participant's
continued association with the Company for a specified time and (ii) other
specified conditions as the Board or Committee shall determine, in their sole
discretion, consistent with the provisions of the Plan. All Restricted Stock
Purchase Offers shall be made pursuant to a Restricted Stock Purchase Offer
substantially in the form attached hereto as Exhibit D.

    


    
      
         


      

      
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    (b)          Conditions and
Restrictions. Shares of Stock which Participants may receive as a Stock
Award under a Stock Award Agreement or Restricted Stock Purchase Offer under a
Restricted Stock Purchase Offer may include such restrictions as the Board or
Committee, as applicable, shall determine, including restrictions on transfer,
repurchase rights, right of first refusal, and forfeiture provisions. When
transfer of Stock is so restricted or subject to forfeiture provisions it is
referred to as "Restricted
Stock". Further, with Board or Committee approval, Stock Awards or
Restricted Stock Purchase Offers may be deferred, either in the form of
installments or a future lump sum distribution. The Board or Committee may
permit selected Participants to elect to defer distributions of Stock Awards or
Restricted Stock Purchase Offers in accordance with procedures established by
the Board or Committee to assure that such deferrals comply with applicable
requirements of the Code including, at the choice of Participants, the
capability to make further deferrals for distribution after retirement. Any
deferred distribution, whether elected by the Participant or specified by the
Stock Award Agreement, Restricted Stock Purchase Offers or by the Board or
Committee, may require the payment be forfeited in accordance with the
provisions of Section 6(c). Dividends or dividend equivalent rights may be
extended to and made part of any Stock Award or Restricted Stock Purchase Offers
denominated in Stock or units of Stock, subject to such terms, conditions and
restrictions as the Board or Committee may establish.

    


    (c)          Cancellation and Rescission
of Grants. Unless the Stock Award Agreement or Restricted Stock Purchase
Offer specifies otherwise, the Board or Committee, as applicable, may cancel any
unexpired, unpaid, or deferred Grants at any time if the Participant is not in
compliance with all other applicable provisions of the Stock Award Agreement or
Restricted Stock Purchase Offer, the Plan and with the following
conditions:

    


    (i)           A
Participant shall not render services for any organization or engage directly or
indirectly in any business which, in the judgment of the chief executive officer
of the Company or other senior officer designated by the Board or Committee, is
or becomes competitive with the Company, or which organization or business, or
the rendering of services to such organization or business, is or becomes
otherwise prejudicial to or in conflict with the interests of the Company. For
Participants whose employment has terminated, the judgment of the chief
executive officer shall be based on the Participant's position and
responsibilities while employed by the Company, the Participant's
post-employment responsibilities and position with the other organization or
business, the extent of past, current and potential competition or conflict
between the Company and the other organization or business, the effect on the
Company's customers, suppliers and competitors and such other considerations as
are deemed relevant given the applicable facts and circumstances. A Participant
who has retired shall be free, however, to purchase as an investment or
otherwise, stock or other securities of such organization or business so long as
they are listed upon a recognized securities exchange or traded
over-the-counter, and such investment does not represent a substantial
investment to the Participant or a greater than ten percent (10%) equity
interest in the organization or business.

     

    
      
         


      

      
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    (ii)          A
Participant shall not, without prior written authorization from the Company,
disclose to anyone outside the Company, or use in other than the Company's
business, any confidential information or material, as defined in the Company's
Proprietary Information and Invention Agreement or similar agreement regarding
confidential information and intellectual property, relating to the business of
the Company, acquired by the Participant either during or after employment with
the Company.

    


    (iii)         A
Participant, pursuant to the Company's Proprietary Information and Invention
Agreement, shall disclose promptly and assign to the Company all right, title
and interest in any invention or idea, patentable or not, made or conceived by
the Participant during employment by the Company, relating in any manner to the
actual or anticipated business, research or development work of the Company and
shall do anything reasonably necessary to enable the Company to secure a patent
where appropriate in the United States and in foreign countries.

    


    (iv)        Upon
exercise, payment or delivery pursuant to a Grant, the Participant shall certify
on a form acceptable to the Committee that he or she is in compliance with the
terms and conditions of the Plan. Failure to comply with all of the provisions
of this Section 6(c) prior to, or during the six months after, any
exercise, payment or delivery pursuant to a Grant shall cause such exercise,
payment or delivery to be rescinded. The Company shall notify the Participant in
writing of any such rescission within two years after such exercise, payment or
delivery. Within ten days after receiving such a notice from the Company, the
Participant shall pay to the Company the amount of any gain realized or payment
received as a result of the rescinded exercise, payment or delivery pursuant to
a Grant. Such payment shall be made either in cash or by returning to the
Company the number of shares of Stock that the Participant received in
connection with the rescinded exercise, payment or delivery.

     

    (d)          Nonassignability.

    


    (i)           Except
pursuant to Section 6(e)(iii) and except as set forth in
Section 6(d)(ii), no Grant or any other benefit under the Plan shall be
assignable or transferable, or payable to or exercisable by, anyone other than
the Participant to whom it was granted.

    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    (ii)           Where
a Participant terminates employment and retains a Grant pursuant to
Section 6(e)(ii) in order to assume a position with a governmental,
charitable or educational institution, the Board or Committee, in its discretion
and to the extent permitted by law, may authorize a third party (including but
not limited to the trustee of a "blind" trust), acceptable to the applicable
governmental or institutional authorities, the Participant and the Board or
Committee, to act on behalf of the Participant with regard to such
Awards.

    


    (e)           Termination
of Employment. If the employment
or service to the Company of a Participant terminates, other than pursuant to
any of the following provisions under this Section 6(e), all unexercised,
deferred and unpaid Stock Awards or Restricted Stock Purchase Offers shall be
cancelled immediately, unless the Stock Award Agreement or Restricted Stock
Purchase Offer provides otherwise:

    


    (i)           Retirement Under a Company
Retirement Plan. When a Participant's employment terminates as a result
of retirement in accordance with the terms of a Company retirement plan, the
Board or Committee may permit Stock Awards or Restricted Stock Purchase Offers
to continue in effect beyond the date of retirement in accordance with the
applicable Grant Agreement and the exercisability and vesting of any such Grants
may be accelerated.

    


    (ii)           Rights in the Best Interests
of the Company. When a Participant resigns from the Company and, in the
judgment of the Board or Committee, the acceleration and/or continuation of
outstanding Stock Awards or Restricted Stock Purchase Offers would be in the
best interests of the Company, the Board or Committee may (i) authorize, where
appropriate, the acceleration and/or continuation of all or any part of Grants
issued prior to such termination and (ii) permit the exercise, vesting and
payment of such Grants for such period as may be set forth in the applicable
Grant Agreement, subject to earlier cancellation pursuant to Section 9 or
at such time as the Board or Committee shall deem the continuation of all or any
part of the Participant's Grants are not in the Company's best
interest.

    


    (iii)           Death or Disability of a
Participant.

    


    (1)           In
the event of a Participant's death, the Participant's estate or beneficiaries
shall have a period up to the expiration date specified in the Grant Agreement
within which to receive or exercise any outstanding Grant held by the
Participant under such terms as may be specified in the applicable Grant
Agreement. Rights to any such outstanding Grants shall pass by will or the laws
of descent and distribution in the following order: (a) to beneficiaries so
designated by the Participant; if none, then (b) to a legal representative of
the Participant; if none, then (c) to the persons entitled thereto as determined
by a court of competent jurisdiction. Grants so passing shall be made at such
times and in such manner as if the Participant were living.

    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    


     (2)           In
the event a Participant is deemed by the Board or Committee to be unable to
perform his or her usual duties by reason of mental disorder or medical
condition which does not result from facts which would be grounds for
termination for cause, Grants and rights to any such Grants may be paid to or
exercised by the Participant, if legally competent, or a committee or other
legally designated guardian or representative if the Participant is legally
incompetent by virtue of such disability.

    


    (3)           After
the death or disability of a Participant, the Board or Committee may in its sole
discretion at any time (1) terminate restrictions in Grant Agreements; (2)
accelerate any or all installments and rights; and (3) instruct the Company to
pay the total of any accelerated payments in a lump sum to the Participant, the
Participant's estate, beneficiaries or representative; notwithstanding that, in
the absence of such termination of restrictions or acceleration of payments, any
or all of the payments due under the Grant might ultimately have become payable
to other beneficiaries.

    


    (4)           In
the event of uncertainty as to interpretation of or controversies concerning
this Section 6, the determinations of the Board or Committee, as
applicable, shall be binding and conclusive.

    


    7.           Investment
Intent. All Grants under the Plan are intended to be exempt from
registration under the Securities Act or registered thereunder on Form S-8 or
any other form available for such registration. Unless and until the granting of
Options or sale and issuance of Stock subject to the Plan are registered under
the Securities Act or shall be exempt pursuant to the rules promulgated
thereunder, each Grant under the Plan shall provide that the purchases or other
acquisitions of Stock thereunder shall be for investment purposes and not with a
view to, or for resale in connection with, any distribution thereof. Further,
unless the issuance and sale of the Stock have been registered under the
Securities Act, each Grant shall provide that no shares shall be purchased upon
the exercise of the rights under such Grant unless and until (i) all then
applicable requirements of state and federal laws and regulatory agencies shall
have been fully complied with to the satisfaction of the Company and its
counsel, and (ii) if requested to do so by the Company, the person exercising
the rights under the Grant shall (i) give written assurances as to knowledge and
experience of such person (or a representative employed by such person) in
financial and business matters and the ability of such person (or
representative) to evaluate the merits and risks of exercising the Option, and
(ii) execute and deliver to the Company a letter of investment intent and/or
such other form related to applicable exemptions from registration, all in such
form and substance as the Company may require. If shares are issued upon
exercise of any rights under a Grant without registration under the Securities
Act, subsequent registration of such shares shall relieve the purchaser thereof
of any investment restrictions or representations made upon the exercise of such
rights.

    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    8.           Amendment,
Modification, Suspension or Discontinuance of the Plan. The Board may,
insofar as permitted by law, from time to time, with respect to any shares at
the time not subject to outstanding Grants, suspend or terminate the Plan or
revise or amend it in any respect whatsoever, except that without the approval
of the shareholders of the Company, no such revision or amendment shall (i)
increase the number of shares subject to the Plan, (ii) decrease the price at
which Grants may be granted, (iii) materially increase the benefits to
Participants, or (iv) change the class of persons eligible to receive Grants
under the Plan; provided, however, no such action shall alter or impair the
rights and obligations under any Option, or Stock Award, or Restricted Stock
Purchase Offer outstanding as of the date thereof without the written consent of
the Participant thereunder. No Grant may be issued while the Plan is suspended
or after it is terminated, but the rights and obligations under any Grant issued
while the Plan is in effect shall not be impaired by suspension or termination
of the Plan.

     

    In the
event of any change in the outstanding Stock by reason of a stock split, stock
dividend, combination or reclassification of shares, recapitalization, merger,
or similar event, the Board or the Committee may adjust proportionally (a) the
number of shares of Stock (i) reserved under the Plan, (ii) available for
Incentive Stock Options and Nonstatutory Options and (iii) covered by
outstanding Stock Awards or Restricted Stock Purchase Offers; (b) the Stock
prices related to outstanding Grants; and (c) the appropriate Fair Market Value
and other price determinations for such Grants. In the event of any other change
affecting the Stock or any distribution (other than normal cash dividends) to
holders of Stock, such adjustments as may be deemed equitable by the Board or
the Committee, including adjustments to avoid fractional shares, shall be made
to give proper effect to such event. In the event of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation, the Board or the Committee shall be authorized to issue or assume
stock options, whether or not in a transaction to which Section 424(a) of
the Code applies, and other Grants by means of substitution of new Grant
Agreements for previously issued Grants or an assumption of previously issued
Grants.

     

    9.           Tax
Withholding. The Company shall have the right to deduct applicable taxes
from any Grant payment and withhold, at the time of delivery or exercise of
Options, Stock Awards or Restricted Stock Purchase Offers or vesting of shares
under such Grants, an appropriate number of shares for payment of taxes required
by law or to take such other action as may be necessary in the opinion of the
Company to satisfy all obligations for withholding of such taxes. If Stock is
used to satisfy tax withholding, such stock shall be valued based on the Fair
Market Value when the tax withholding is required to be made.

    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    10.           Availability
of Information. During the term of the Plan and any additional period
during which a Grant granted pursuant to the Plan shall be exercisable, the
Company shall make available, not later than one hundred and twenty (120) days
following the close of each of its fiscal years, such financial and other
information regarding the Company as is required by the bylaws of the Company
and applicable law to be furnished in an annual report to the shareholders of
the Company.

    


    11.           Notice.
Any written notice to the Company required by any of the provisions of the Plan
shall be addressed to the chief personnel officer or to the chief executive
officer of the Company, and shall become effective when it is received by the
office of the chief personnel officer or the chief executive
officer.

    


    12.           Indemnification
of Board. In addition to such other rights or indemnifications as they
may have as directors or otherwise, and to the extent allowed by applicable law,
the members of the Board and the Committee may be indemnified by the Company
against the reasonable expenses, including attorneys' fees, actually and
necessarily incurred in connection with the defense of any claim, action, suit
or proceeding, or in connection with any appeal thereof, to which they or any of
them may be a party by reason of any action taken, or failure to act, under or
in connection with the Plan or any Grant granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such claim, action, suit or proceeding, except
in any case in relation to matters as to which it shall be adjudged in such
claim, action, suit or proceeding that such Board or Committee member is liable
for negligence or misconduct in the performance of his or her duties; provided
that within sixty (60) days after institution of any such action, suit or Board
proceeding the member involved shall offer the Company, in writing, the
opportunity, at its own expense, to handle and defend the same.

    


    13.           Governing
Law. The Plan and all determinations made and actions taken pursuant
hereto, to the extent not otherwise governed by the Code or the securities laws
of the United States, shall be governed by the law of the State of Delaware and
construed accordingly.

    


    14.           Effective
and Termination Dates. The Plan shall become effective on the date it is
approved by the holders of a majority of the shares of Stock then outstanding.
If the Plan is not approved by the holders of a majority of the shares of Stock
within one (1) year from the date it is adopted and approved by the Board of
Directors of the Company, all stock options granted hereunder shall be deemed
non-statutory options. The Plan shall terminate ten years later, subject to
earlier termination by the Board pursuant to Section 8.

    


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    The
foregoing 2010 INCENTIVE STOCK PLAN (consisting of 15 pages, including this
page) was duly adopted and approved by the Board of Directors on March 19,
2010.

     

     

    
      	
                   

            	
              COROWARE,
      INC.

            	 
	 
      	
              an
      Delaware corporation

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	
              /s/
      Lloyd Spencer

            	 
	 
      	
               

              Its:

            	
              Lloyd
      Spencer

              Chief
      Executive Officer

            	 


    

    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    EXHIBIT
A

     

    
      COROWARE,
INC. 

        INCENTIVE
STOCK OPTION AGREEMENT 

          
            

          

        

      

    

     

    THIS INCENTIVE STOCK OPTION
AGREEMENT ("Agreement") is made and
entered into as of the date set forth below, by and between COROWARE, INC., a
Delaware corporation (the "Company"), and the employee of
the Company named in Section 1(b). ("Optionee"):

     

    In
consideration of the covenants herein set forth, the parties hereto agree as
follows:

     

    
      	
              1.

            	
              Option
      Information.

            


    

    


    
      	 
      	 
      	 
      	 
      	 
      
	
                   

            	
              (a)

            	
              Date
      of Option:

            	 
      	
                   

            
	 
      	
              (b)

            	
              Optionee:

            	 
      	 
      
	 
      	
              (c)

            	
              Number
      of Shares:

            	 
      	 
      
	 
      	
              (d)

            	
              Exercise
      Price:

            	 
      	 
      


    

    


    2.           Acknowledgements.

    


    (a)           Optionee
is an employee of the Company.

    


    (b)           The
Board of Directors (the "Board" which term shall
include an authorized committee of the Board of Directors) and shareholders of
the Company have heretofore adopted a 2010 Incentive Stock Plan (the "Plan"), pursuant to which this
Option is being granted.

    


    (c)           The
Board has authorized the granting to Optionee of an incentive stock option
("Option") as defined in
Section 422 of the Internal Revenue Code of 1986, as amended, (the "Code") to purchase shares of
common stock of the Company ("Stock") upon the terms and
conditions hereinafter stated and pursuant to a registration statement filed
under and in compliance with the Securities Act of 1933, as amended (the "Securities Act"), or an
exemption therefrom.

    


    3.           Shares; Price. The
Company hereby grants to Optionee the right to purchase, upon and subject to the
terms and conditions herein stated, the number of shares of Stock set forth in
Section 1(c) above (the "Shares") for cash (or other
consideration as is authorized under the Plan and acceptable to the Board, in
their sole and absolute discretion) at the price per Share set forth in
Section 1(d) above (the "Exercise Price"), such price
being not less than the fair market value per share of the Shares covered by
this Option as of the date hereof (unless Optionee is the owner of Stock
possessing ten percent or more of the total voting power or value of all
outstanding Stock of the Company, in which case the Exercise Price shall be no
less than 110% of the fair market value of such Stock).

     

    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    

     

    4.           Term of Option; Continuation
of Employment. This Option shall expire, and all rights hereunder to
purchase the Shares shall terminate five (5) years from the date hereof. This
Option shall earlier terminate subject to Sections 7 and 8 hereof upon, and as
of the date of, the termination of Optionee's employment if such termination
occurs prior to the end of such five (5) year period. Nothing contained herein
shall confer upon Optionee the right to the continuation of his or her
employment by the Company or to interfere with the right of the Company to
terminate such employment or to increase or decrease the compensation of
Optionee from the rate in existence at the date hereof.

    


    5.           Vesting of Option.
Subject to the provisions of Sections 7 and 8 hereof, this Option shall become
exercisable during the term of Optionee's employment in four (4) equal annual
installments of twenty-five percent (25%) of the Shares covered by this
Option, the first installment to be exercisable on the six (6) month anniversary
of the date of this Option (the "Initial Vesting Date"), with an additional
twenty-five percent (25%) of such Shares becoming exercisable on each of
the three (3) successive twelve (12) month periods following the Initial Vesting
Date. The installments shall be cumulative (i.e., this option may be exercised,
as to any or all Shares covered by an installment, at any time or times after an
installment becomes exercisable and until expiration or termination of this
option).

    


    6.           Exercise. This Option
shall be exercised by delivery to the Company of (a) written notice of exercise
stating the number of Shares being purchased (in whole shares only) and such
other information set forth on the form of Notice of Exercise attached hereto as
Appendix A, (b) a check or cash in the amount of the Exercise Price of the
Shares covered by the notice (or such other consideration as has been approved
by the Board of Directors consistent with the Plan) and (c) a written investment
representation as provided for in Section 13 hereof. Notwithstanding
anything to the contrary contained in this Option, this Option may be exercised
by presentation and surrender of this Option to the Company at its principal
executive offices with a written notice of the holder’s intention to effect a
cashless exercise, including a calculation of the number of shares of Common
Stock to be issued upon such exercise in accordance with the terms hereof (a
“Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the
Exercise Price in cash, the holder shall surrender this Option for that number
of shares of Common Stock determined by multiplying the number of Shares to
which it would otherwise be entitled by a fraction, the numerator of which shall
be the difference between the then current Market Price per share of the Common
Stock and the Exercise Price, and the denominator of which shall be the then
current Market Price per share of Common Stock. For example, if the holder is
exercising 100,000 Options with a per Option exercise price of $0.75 per share
through a cashless exercise when the Common Stock’s current Market Price per
share is $2.00 per share, then upon such Cashless Exercise the holder will
receive 62,500 shares of Common Stock. Market Price is defined as the average of
the last reported sale prices on the principal trading market for the Common
Stock during the five (5) trading days immediately preceding such date. This
Option shall not be assignable or transferable, except by will or by the laws of
descent and distribution, and shall be exercisable only by Optionee during his
or her lifetime, except as provided in Section 8 hereof.

    


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    

     

    7.           Termination of
Employment. If Optionee shall cease to be employed by the Company for any
reason, whether voluntarily or involuntarily, other than by his or her death,
Optionee (or if the Optionee shall die after such termination, but prior to such
exercise date, Optionee's personal representative or the person entitled to
succeed to the Option) shall have the right at any time within three (3) months
following such termination of employment or the remaining term of this Option,
whichever is the lesser, to exercise in whole or in part this Option to the
extent, but only to the extent, that this Option was exercisable as of the date
of termination of employment and had not previously been exercised; provided,
however: (i) if Optionee is permanently disabled (within the meaning of
Section 22(e)(3) of the Code) at the time of termination, the foregoing
three (3) month period shall be extended to six (6) months; or (ii) if Optionee
is terminated "for
cause" or by the terms of the Plan or this Option Agreement or by any
employment agreement between the Optionee and the Company, this Option shall
automatically terminate as to all Shares covered by this Option not exercised
prior to termination. Unless earlier terminated, all rights under this Option
shall terminate in any event on the expiration date of this Option as defined in
Section 4 hereof.

    


    8.           Death of Optionee. If
the Optionee shall die while in the employ of the Company, Optionee's personal
representative or the person entitled to Optionee's rights hereunder may at any
time within six (6) months after the date of Optionee's death, or during the
remaining term of this Option, whichever is the lesser, exercise this Option and
purchase Shares to the extent, but only to the extent, that Optionee could have
exercised this Option as of the date of Optionee's death; provided, in any case,
that this Option may be so exercised only to the extent that this Option has not
previously been exercised by Optionee.

    


    9.           No Rights as
Shareholder. Optionee shall have no rights as a shareholder with respect
to the Shares covered by any installment of this Option until the effective date
of issuance of Shares following exercise of this Option, and no adjustment will
be made for dividends or other rights for which the record date is prior to the
date such stock certificate or certificates are issued except as provided in
Section 10 hereof.

    


    10.           Recapitalization.
Subject to any required action by the shareholders of the Company, the number of
Shares covered by this Option, and the Exercise Price thereof, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares resulting from a subdivision or consolidation of shares or the payment of
a stock dividend, or any other increase or decrease in the number of such shares
effected without receipt of consideration by the Company; provided however that
the conversion of any convertible securities of the Company shall not be deemed
having been "effected without
receipt of consideration by the Company".

    


    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    

     

    In the
event of a proposed dissolution or liquidation of the Company, a merger or
consolidation in which the Company is not the surviving entity, or a sale of all
or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), unless
otherwise provided by the Board, this Option shall terminate immediately prior
to such date as is determined by the Board, which date shall be no later than
the consummation of such Reorganization. In such event, if the entity which
shall be the surviving entity does not tender to Optionee an offer, for which it
has no obligation to do so, to substitute for any unexercised Option a stock
option or capital stock of such surviving of such surviving entity, as
applicable, which on an equitable basis shall provide the Optionee with
substantially the same economic benefit as such unexercised Option, then the
Board may grant to such Optionee, in its sole and absolute discretion and
without obligation, the right for a period commencing thirty (30) days prior to
and ending immediately prior to the date determined by the Board pursuant hereto
for termination of the Option or during the remaining term of the Option,
whichever is the lesser, to exercise any unexpired Option or Options without
regard to the installment provisions of Section 5; provided, however, that
such exercise shall be subject to the consummation of such
Reorganization.

     

    Subject
to any required action by the shareholders of the Company, if the Company shall
be the surviving entity in any merger or consolidation, this Option thereafter
shall pertain to and apply to the securities to which a holder of Shares equal
to the Shares subject to this Option would have been entitled by reason of such
merger or consolidation, and the installment provisions of Section 5 shall
continue to apply.

     

    In the
event of a change in the shares of the Company as presently constituted, which
is limited to a change of all of its authorized Stock without par value into the
same number of shares of Stock with a par value, the shares resulting from any
such change shall be deemed to be the Shares within the meaning of this
Option.

     

    To the
extent that the foregoing adjustments relate to shares or securities of the
Company, such adjustments shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. Except as hereinbefore
expressly provided, Optionee shall have no rights by reason of any subdivision
or consolidation of shares of Stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class, and the number and price of Shares subject to this Option shall not
be affected by, and no adjustments shall be made by reason of, any dissolution,
liquidation, merger, consolidation or sale of assets or capital stock, or any
issue by the Company of shares of stock of any class or securities convertible
into shares of stock of any class.

     

    The grant
of this Option shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes in its capital
or business structure or to merge, consolidate, dissolve or liquidate or to sell
or transfer all or any part of its business or assets.

     

    
      
         


      

      
        A-4

        
          

        

      

      
         


      

    

     

    11.           Additional
Consideration. Should the Internal Revenue Service determine that the
Exercise Price established by the Board as the fair market value per Share is
less than the fair market value per Share as of the date of Option grant,
Optionee hereby agrees to tender such additional consideration, or agrees to
tender upon exercise of all or a portion of this Option, such fair market value
per Share as is determined by the Internal Revenue Service.

    


    12.           Modifications, Extension and
Renewal of Options. The Board or Committee, as described in the Plan, may
modify, extend or renew this Option or accept the surrender thereof (to the
extent not theretofore exercised) and authorize the granting of a new option in
substitution therefore (to the extent not theretofore exercised), subject at all
times to the Plan, and Section 422 of the Code. Notwithstanding the
foregoing provisions of this Section 12, no modification shall, without the
consent of the Optionee, alter to the Optionee's detriment or impair any rights
of Optionee hereunder.

    


    13.           Investment Intent;
Restrictions on Transfer.

    


    (a)           Optionee
represents and agrees that if Optionee exercises this Option in whole or in
part, Optionee will in each case acquire the Shares upon such exercise for the
purpose of investment and not with a view to, or for resale in connection with,
any distribution thereof; and that upon such exercise of this Option in whole or
in part, Optionee (or any person or persons entitled to exercise this Option
under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a
written statement to such effect, satisfactory to the Company in form and
substance. If the Shares represented by this Option are registered under the
Securities Act, either before or after the exercise of this Option in whole or
in part, the Optionee shall be relieved of the foregoing investment
representation and agreement and shall not be required to furnish the Company
with the foregoing written statement.

     

    (b)           Optionee
further represents that Optionee has had access to the financial statements or
books and records of the Company, has had the opportunity to ask questions of
the Company concerning its business, operations and financial condition, and to
obtain additional information reasonably necessary to verify the accuracy of
such information.

     

    (c)            Unless
and until the Shares represented by this Option are registered under the
Securities Act, all certificates representing the Shares and any certificates
subsequently issued in substitution therefor and any certificate for any
securities issued pursuant to any stock split, share reclassification, stock
dividend or other similar capital event shall bear legends in substantially the
following form:

    


    THESE
SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES
ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF
ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION
UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS
PURSUANT TO EXEMPTIONS THEREFROM.

     

    
      
         


      

      
        A-5

        
          

        

      

      
         


      

    

     

    THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN
INCENTIVE STOCK OPTION AGREEMENT DATED ____________ BETWEEN THE COMPANY AND THE
ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO
REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.

     

    as well
as such other legend or legends as the Company and its counsel deem necessary or
appropriate. Appropriate stop transfer instructions with respect to the Shares
have been placed with the Company's transfer agent.

     

    14.           Effects
of Early Disposition. Optionee
understands that if an Optionee disposes of shares acquired hereunder within two
(2) years after the date of this Option or within one (1) year after the date of
issuance of such shares to Optionee, such Optionee will be treated for income
tax purposes as having received ordinary income at the time of such disposition
of an amount generally measured by the difference between the purchase price and
the fair market value of such stock on the date of exercise, subject to
adjustment for any tax previously paid, in addition to any tax on the difference
between the sales price and Optionee's adjusted cost basis in such shares. The
foregoing amount may be measured differently if Optionee is an officer, director
or ten percent holder of the Company. Optionee agrees to notify the Company
within ten (10) working days of any such disposition.

    


    15.           Stand-off
Agreement. Optionee agrees
that in connection with any registration of the Company's securities under the
Securities Act, and upon the request of the Company or any underwriter managing
an underwritten offering of the Company's securities, Optionee shall not sell,
short any sale of, loan, grant an option for, or otherwise dispose of any of the
Shares (other than Shares included in the offering) without the prior written
consent of the Company or such managing underwriter, as applicable, for a period
of at least one year following the effective date of registration of such
offering.

    


    16.           Restriction
Upon Transfer. The Shares may not
be sold, transferred or otherwise disposed of and shall not be pledged or
otherwise hypothecated by the Optionee except as hereinafter
provided.

     

    (a)             Repurchase Right on
Termination Other Than for Cause. For the purposes of this Section, a
"Repurchase Event" shall
mean an occurrence of one of (i) termination of Optionee's employment by the
Company, voluntary or involuntary and with or without cause; (ii) retirement or
death of Optionee; (iii) bankruptcy of Optionee, which shall be deemed to have
occurred as of the date on which a voluntary or involuntary petition in
bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution of
the marriage of Optionee, to the extent that any of the Shares are allocated as
the sole and separate property of Optionee's spouse pursuant thereto (in which
case this Section shall only apply to the Shares so affected); or (v) any
attempted transfer by the Optionee of Shares, or any interest therein,
in

    


    
      
         


      

      
        A-6

        
          

        

      

      
         


      

    

     

    violation
of this Agreement. Upon the occurrence of a Repurchase Event, the Company shall
have the right (but not an obligation) to repurchase all or any portion of the
Shares of Optionee at a price equal to the fair value of the Shares as of the
date of the Repurchase Event.

     

    (b)               Repurchase Right on
Termination for Cause. In the event Optionee's employment is terminated
by the Company "for
cause", then the Company shall have the right (but not an obligation) to
repurchase Shares of Optionee at a price equal to the Exercise Price. Such right
of the Company to repurchase Shares shall apply to 100% of the Shares for one
(1) year from the date of this Agreement; and shall thereafter lapse at the rate
of twenty percent (20%) of the Shares on each anniversary of the date of
this Agreement. In addition, the Company shall have the right, in the sole
discretion of the Board and without obligation, to repurchase upon termination
for cause all or any portion of the Shares of Optionee, at a price equal to the
fair value of the Shares as of the date of termination, which right is not
subject to the foregoing lapsing of rights. In the event the Company elects to
repurchase the Shares, the stock certificates representing the same shall
forthwith be returned to the Company for cancellation.

    


    (c)               Exercise of Repurchase
Right. Any Repurchase Right under Paragraphs 16(a) or 16(b) shall be
exercised by giving notice of exercise as provided herein to Optionee or the
estate of Optionee, as applicable. Such right shall be exercised, and the
repurchase price thereunder shall be paid, by the Company within a ninety (90)
day period beginning on the date of notice to the Company of the occurrence of
such Repurchase Event (except in the case of termination of employment or
retirement, where such option period shall begin upon the occurrence of the
Repurchase Event). Such repurchase price shall be payable only in the form of
cash (including a check drafted on immediately available funds) or cancellation
of purchase money indebtedness of the Optionee for the Shares. If the Company
can not purchase all such Shares because it is unable to meet the financial
tests set forth in Delaware corporation law, the Company shall have the right to
purchase as many Shares as it is permitted to purchase under such sections. Any
Shares not purchased by the Company hereunder shall no longer be subject to the
provisions of this Section 16.

    


    (d)               Right of First
Refusal. In the event Optionee desires to transfer any Shares during his
or her lifetime, Optionee shall first offer to sell such Shares to the Company.
Optionee shall deliver to the Company written notice of the intended sale, such
notice to specify the number of Shares to be sold, the proposed purchase price
and terms of payment, and grant the Company an option for a period of thirty
days following receipt of such notice to purchase the offered Shares upon the
same terms and conditions. To exercise such option, the Company shall give
notice of that fact to Optionee within the thirty (30) day notice period and
agree to pay the purchase price in the manner provided in the notice. If the
Company does not purchase all of the Shares so offered during foregoing option
period, Optionee shall be under no obligation to sell any of the offered Shares
to the Company, but may dispose of such Shares in any lawful manner during a
period of one hundred and eighty (180) days following the end of such notice
period, except that Optionee shall not sell any such Shares to any other person
at a lower price or upon more favorable terms than those offered to the
Company.

    


    
      
         


      

      
        A-7

        
          

        

      

      
         


      

    

     

    (e)               Acceptance of
Restrictions. Acceptance of the Shares shall constitute the Optionee's
agreement to such restrictions and the legending of his certificates with
respect thereto. Notwithstanding such restrictions, however, so long as the
Optionee is the holder of the Shares, or any portion thereof, he shall be
entitled to receive all dividends declared on and to vote the Shares and to all
other rights of a shareholder with respect thereto.

    


    (f)                 Permitted Transfers.
Notwithstanding any provisions in this Section 16 to the contrary, the
Optionee may transfer Shares subject to this Agreement to his or her parents,
spouse, children, or grandchildren, or a trust for the benefit of the Optionee
or any such transferee(s); provided, that such permitted transferee(s) shall
hold the Shares subject to all the provisions of this Agreement (all references
to the Optionee herein shall in such cases refer mutatis mutandis to the
permitted transferee, except in the case of clause (iv) of Section 16(a)
wherein the permitted transfer shall be deemed to be rescinded); and provided
further, that notwithstanding any other provisions in this Agreement, a
permitted transferee may not, in turn, make permitted transfers without the
written consent of the Optionee and the Company.

    


    (g)               Release of Restrictions on
Shares. All other restrictions under this Section 16 shall terminate
five (5) years following the date of this Agreement, or when the Company's
securities are publicly traded, whichever occurs earlier.

    


    17.           Notices. Any notice
required to be given pursuant to this Option or the Plan shall be in writing and
shall be deemed to be delivered upon receipt or, in the case of notices by the
Company, five (5) days after deposit in the U.S. mail, postage prepaid,
addressed to Optionee at the address last provided to the Company by Optionee
for his or her employee records.

    


    18.           Agreement Subject to Plan;
Applicable Law. This Option is made pursuant to the Plan and shall be
interpreted to comply therewith. A copy of such Plan is available to Optionee,
at no charge, at the principal office of the Company. Any provision of this
Option inconsistent with the Plan shall be considered void and replaced with the
applicable provision of the Plan. This Option has been granted, executed and
delivered in the State of Delaware, and the interpretation and enforcement shall
be governed by the laws thereof and subject to the exclusive jurisdiction of the
courts therein.

    


    
      
         


      

      
        A-8

        
          

        

      

      
         


      

    

     

    IN WITNESS WHEREOF, the
parties hereto have executed this Option as of the date first above
written.

     

    
      	 
      	 
      	 
      	 
      
	
                                          

            	
              COMPANY:

            	
              COROWARE,
      INC.

            
	 
      	 
      	
              a
      Delaware corporation

            
	
                

            	 
      	 
      	 
      
	 
      	 
      	
              By:

            	 
      
	 
      	 
      	
              Name:

            	 
      
	 
      	 
      	
              Title:

            	 
      
	
                

            	 
      	 
      	 
      
	 
      	
              OPTIONEE:

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	 
      
	 
      	 
      	 
      	
              (signature)

            
	 
      	 
      	
              Name:

            	 
      


    

    


    
      
         


      

      
        A-9

        
          

        

      

      
         


      

    

     

    Appendix A

     

    NOTICE OF
EXERCISE

     

    COROWARE,
INC.

    _________________

    _________________

    _________________

     

    Re:
Incentive Stock Option

     

    1)

    Notice is
hereby given pursuant to Section 6 of my Incentive Stock Option Agreement
that I elect to purchase the number of shares set forth below at the exercise
price set forth in my option agreement:

     

    Incentive
Stock Option Agreement dated: ____________

     

    Number of
shares being purchased: ____________

     

    Exercise
Price: $____________

     

    A check
in the amount of the aggregate price of the shares being purchased is
attached.

     

    OR

     

    2)

    I elect a
cashless exercise pursuant to Section 6 of my Incentive Stock Option. The
Average Market Price as of _______ was $_____.

     

    I hereby
confirm that such shares are being acquired by me for my own account for
investment purposes, and not with a view to, or for resale in connection with,
any distribution thereof. I will not sell or dispose of my Shares in violation
of the Securities Act of 1933, as amended, or any applicable federal or state
securities laws. Further, I understand that the exemption from taxable income at
the time of exercise is dependent upon my holding such stock for a period of at
least one year from the date of exercise and two years from the date of grant of
the Option.

     

    I
understand that the certificate representing the Option Shares will bear a
restrictive legend within the contemplation of the Securities Act and as
required by such other state or federal law or regulation applicable to the
issuance or delivery of the Option Shares.

     

    I agree
to provide to the Company such additional documents or information as may be
required pursuant to the Company's 2010 Incentive Stock Plan.

     

    
      	 
      	 
      	 
      	 
	
                                                                                                

            	
              By:

            	 
      	 
	 
      	 
      	
              (signature)

            	 
	 
      	
              Name:

            	 
      	 
	 
      	 
      	 
      	 


    

    


    
      
         


      

      
        A-10

        
          

        

      

      
         


      

    

     

    EXHIBIT
B-1

     

    COROWARE,
INC.

    
       

      EMPLOYEE
NONSTATUTORY STOCK OPTION AGREEMENT 

        
          

        

      

    

     

    THIS EMPLOYEE NONSTATUTORY STOCK
OPTION AGREEMENT ("Agreement") is made and
entered into as of the date set forth below, by and between COROWARE, INC., a
Delaware corporation (the "Company"), and the following
employee of the Company ("Optionee"):

     

    In
consideration of the covenants herein set forth, the parties hereto agree as
follows:

     

    1.           Option
Information.

    


    
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              Date
      of Option:

            	 
      	 
      
	 
      	
              (b)

            	
              Optionee:

            	 
      	 
      
	 
      	
              (c)

            	
              Number
      of Shares:

            	 
      	 
      
	 
      	
              (d)

            	
              Exercise
      Price:

            	 
      	 
      
	 
      	
              (e)

            	
              Vesting
      Schedule

            	 
      	 
      


    

    


    2.           Acknowledgements.

    


    (a)               Optionee
is an employee of the Company.

    


    (b)               The
Board of Directors (the "Board" which term shall
include an authorized committee of the Board of Directors) and shareholders of
the Company have heretofore adopted a 2010 Incentive Stock Plan (the "Plan"), pursuant to which this
Option is being granted; and

    


    (c)               The
Board has authorized the granting to Optionee of a nonstatutory stock option
("Option") to purchase
shares of common stock of the Company ("Stock") upon the terms and
conditions hereinafter stated and pursuant to a registration statement filed
under and in compliance with the Securities Act of 1933, as amended (the "Securities Act"), or an
exemption therefrom.

    


    3.           Shares; Price.
Company hereby grants to Optionee the right to purchase, upon and subject to the
terms and conditions herein stated, the number of shares of Stock set forth in
Section 1(c) above (the "Shares") for cash or on a
cashless basis (or other consideration as is acceptable to the Board of
Directors of the Company, in their sole and absolute discretion) at the price
per Share set forth in Section 1(d) above (the "Exercise Price").

    


    
      
         


      

      
        B-1-1

        
          

        

      

      
         


      

    

     

    4.           Term of Option; Continuation
of Service. This Option shall expire, and all rights hereunder to
purchase the Shares shall terminate, five (5) years from the date hereof. This
Option shall earlier terminate subject to Sections 7 and 8 hereof upon, and as
of the date of, the termination of Optionee's employment if such termination
occurs prior to the end of such five (5) year period. Nothing contained herein
shall confer upon Optionee the right to the continuation of his or her
employment by the Company or to interfere with the right of the Company to
terminate such employment or to increase or decrease the compensation of
Optionee from the rate in existence at the date hereof.

    


    5.           Vesting of Option.
Subject to the provisions of Sections 7 and 8 hereof, this Option shall become
exercisable during the term of Optionee's employment according to terms deemed
acceptable to the Board of Directors of Company in their sole and absolute
discretion according to the schedule set forth in Section 1(e) above (the
“Vesting Schedule”).

    


    6.           Exercise. This Option
shall be exercised by delivery to the Company of (a) written notice of exercise
stating the number of Shares being purchased (in whole shares only) and such
other information set forth on the form of Notice of Exercise attached hereto as
Appendix A, (b)
a check or cash in the amount of the Exercise Price of the Shares covered by the
notice (or such other consideration as has been approved by the Board of
Directors consistent with the Plan) and (c) a written investment representation
as provided for in Section 13 hereof. Notwithstanding anything to the
contrary contained in this Option, this Option may be exercised by presentation
and surrender of this Option to the Company at its principal executive offices
with a written notice of the holder’s intention to effect a cashless exercise,
including a calculation of the number of shares of Common Stock to be issued
upon such exercise in accordance with the terms hereof (a “Cashless Exercise”).
In the event of a Cashless Exercise, in lieu of paying the Exercise Price in
cash, the holder shall surrender this Option for that number of shares of Common
Stock determined by multiplying the number of Shares to which it would otherwise
be entitled by a fraction, the numerator of which shall be the difference
between the then current Market Price per share of the Common Stock and the
Exercise Price, and the denominator of which shall be the then current Market
Price per share of Common Stock. For example, if the holder is exercising
100,000 Options with a per exercise price of $0.75 per share through a cashless
exercise when the Common Stock’s current Market Price per share is $2.00 per
share, then upon such Cashless Exercise the holder will receive 62,500 shares of
Common Stock. Market Price is defined as the average of the last reported sale
prices on the principal trading market for the Common Stock during the five (5)
trading days immediately preceding such date. This Option shall not be
assignable or transferable, except by will or by the laws of descent and
distribution, and shall be exercisable only by Optionee during his or her
lifetime, except as provided in Section 8 hereof.

    


    
      
         


      

      
        B-1-2

        
          

        

      

      
         


      

    

     

    7.           Termination of
Employment. If Optionee shall cease to be employed by the Company for any
reason, whether voluntarily or involuntarily, other than by his or her death,
Optionee (or if the Optionee shall die after such termination, but prior to such
exercise date, Optionee's personal representative or the person entitled to
succeed to the Option) shall have the right at any time within three (3) months
following such termination of employment or the remaining term of this Option,
whichever is the lesser, to exercise in whole or in part this Option to the
extent, but only to the extent, that this Option was exercisable as of the date
of termination of employment and had not previously been exercised; provided,
however: (i) if Optionee is permanently disabled (within the meaning of
Section 22(e)(3) of the Code) at the time of termination, the foregoing
three (3) month period shall be extended to six (6) months; or (ii) if Optionee
is terminated "for cause", or by the terms of the Plan or this Option Agreement
or by any employment agreement between the Optionee and the Company, this Option
shall automatically terminate as to all Shares covered by this Option not
exercised prior to termination.

    


    Unless
earlier terminated, all rights under this Option shall terminate in any event on
the expiration date of this Option as defined in Section 4
hereof.

     

    8.           Death of Optionee. If
the Optionee shall die while in the employ of the Company, Optionee's personal
representative or the person entitled to Optionee's rights hereunder may at any
time within six (6) months after the date of Optionee's death, or during the
remaining term of this Option, whichever is the lesser, exercise this Option and
purchase Shares to the extent, but only to the extent, that Optionee could have
exercised this Option as of the date of Optionee's death; provided, in any case,
that this Option may be so exercised only to the extent that this Option has not
previously been exercised by Optionee.

    


    9.           No Rights as
Shareholder. Optionee shall have no rights as a shareholder with respect
to the Shares covered by any installment of this Option until the effective date
of issuance of the Shares following exercise of this Option, and no adjustment
will be made for dividends or other rights for which the record date is prior to
the date such stock certificate or certificates are issued except as provided in
Section 10 hereof.

    


    10.           Recapitalization.
Subject to any required action by the shareholders of the Company, the number of
Shares covered by this Option, and the Exercise Price thereof, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares resulting from a subdivision or consolidation of shares or the payment of
a stock dividend, or any other increase or decrease in the number of such shares
effected without receipt of consideration by the Company; provided however that
the conversion of any convertible securities of the Company shall not be deemed
having been "effected without receipt of consideration by the
Company".

    


    
      
         


      

      
        B-1-3

        
          

        

      

      
         


      

    

     

    In the
event of a proposed dissolution or liquidation of the Company, a merger or
consolidation in which the Company is not the surviving entity, or a sale of all
or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), unless
otherwise provided by the Board, this Option shall terminate immediately prior
to such date as is determined by the Board, which date shall be no later than
the consummation of such Reorganization. In such event, if the entity which
shall be the surviving entity does not tender to Optionee an offer, for which it
has no obligation to do so, to substitute for any unexercised Option a stock
option or capital stock of such surviving of such surviving entity, as
applicable, which on an equitable basis shall provide the Optionee with
substantially the same economic benefit as such unexercised Option, then the
Board may grant to such Optionee, in its sole and absolute discretion and
without obligation, the right for a period commencing thirty (30) days prior to
and ending immediately prior to the date determined by the Board pursuant hereto
for termination of the Option or during the remaining term of the Option,
whichever is the lesser, to exercise any unexpired Option or Options without
regard to the installment provisions of Section 5; provided, however, that
such exercise shall be subject to the consummation of such
Reorganization.

     

    Subject
to any required action by the shareholders of the Company, if the Company shall
be the surviving entity in any merger or consolidation, this Option thereafter
shall pertain to and apply to the securities to which a holder of Shares equal
to the Shares subject to this Option would have been entitled by reason of such
merger or consolidation, and the installment provisions of Section 5 shall
continue to apply.

     

    In the
event of a change in the shares of the Company as presently constituted, which
is limited to a change of all of its authorized Stock without par value into the
same number of shares of Stock with a par value, the shares resulting from any
such change shall be deemed to be the Shares within the meaning of this
Option.

     

    To the
extent that the foregoing adjustments relate to shares or securities of the
Company, such adjustments shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. Except as hereinbefore
expressly provided, Optionee shall have no rights by reason of any subdivision
or consolidation of shares of Stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class, and the number and price of Shares subject to this Option shall not
be affected by, and no adjustments shall be made by reason of, any dissolution,
liquidation, merger, consolidation or sale of assets or capital stock, or any
issue by the Company of shares of stock of any class or securities convertible
into shares of stock of any class.

     

    The grant
of this Option shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes in its capital
or business structure or to merge, consolidate, dissolve or liquidate or to sell
or transfer all or any part of its business or assets.

     

    
      
         


      

      
        B-1-4

        
          

        

      

      
         


      

    

     

    11.           Taxation upon Exercise of
Option. Optionee understands that, upon exercise of this Option, Optionee
will recognize income, for Federal and state income tax purposes, in an amount
equal to the amount by which the fair market value of the Shares, determined as
of the date of exercise, exceeds the Exercise Price. The acceptance of the
Shares by Optionee shall constitute an agreement by Optionee to report such
income in accordance with then applicable law and to cooperate with Company in
establishing the amount of such income and corresponding deduction to the
Company for its income tax purposes. Withholding for federal or state income and
employment tax purposes will be made, if and as required by law, from Optionee's
then current compensation, or, if such current compensation is insufficient to
satisfy withholding tax liability, the Company may require Optionee to make a
cash payment to cover such liability as a condition of the exercise of this
Option.

    


    12.           Modification, Extension and
Renewal of Options. The Board or Committee, as described in the Plan, may
modify, extend or renew this Option or accept the surrender thereof (to the
extent not theretofore exercised) and authorize the granting of a new option in
substitution therefore (to the extent not theretofore exercised), subject at all
times to the Plan and the Code. Notwithstanding the foregoing provisions of this
Section 12, no modification shall, without the consent of the Optionee,
alter to the Optionee's detriment or impair any rights of Optionee
hereunder.

     

    13.           Investment Intent;
Restrictions on Transfer.

    


    (a)               Optionee
represents and agrees that if Optionee exercises this Option in whole or in
part, Optionee will in each case acquire the Shares upon such exercise for the
purpose of investment and not with a view to, or for resale in connection with,
any distribution thereof; and that upon such exercise of this Option in whole or
in part, Optionee (or any person or persons entitled to exercise this Option
under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a
written statement to such effect, satisfactory to the Company in form and
substance. If the Shares represented by this Option are registered under the
Securities Act, either before or after the exercise of this Option in whole or
in part, the Optionee shall be relieved of the foregoing investment
representation and agreement and shall not be required to furnish the Company
with the foregoing written statement.

    


    (b)               Optionee
further represents that Optionee has had access to the financial statements or
books and records of the Company, has had the opportunity to ask questions of
the Company concerning its business, operations and financial condition, and to
obtain additional information reasonably necessary to verify the accuracy of
such information

    


    
      
         


      

      
        B-1-5

        
          

        

      

      
         


      

    

     

    (c)               Unless
and until the Shares represented by this Option are registered under the
Securities Act, all certificates representing the Shares and any certificates
subsequently issued in substitution therefor and any certificate for any
securities issued pursuant to any stock split, share reclassification, stock
dividend or other similar capital event shall bear legends in substantially the
following form:

    


    THESE
SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES
ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF
ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION
UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS
PURSUANT TO EXEMPTIONS THEREFROM.

     

    THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN
NONSTATUTORY STOCK OPTION AGREEMENT DATED ____________ BETWEEN THE COMPANY AND
THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO
REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.

     

    and/or
such other legend or legends as the Company and its counsel deem necessary or
appropriate. Appropriate stop transfer instructions with respect to the Shares
have been placed with the Company's transfer agent.

     

    14.           Stand-off Agreement.
Optionee agrees that, in connection with any registration of the Company's
securities under the Securities Act, and upon the request of the Company or any
underwriter managing an underwritten offering of the Company's securities,
Optionee shall not sell, short any sale of, loan, grant an option for, or
otherwise dispose of any of the Shares (other than Shares included in the
offering) without the prior written consent of the Company or such managing
underwriter, as applicable, for a period of at least one year following the
effective date of registration of such offering.

    


    15.           Restriction Upon
Transfer. The Shares may not be sold, transferred or otherwise disposed
of and shall not be pledged or otherwise hypothecated by the Optionee except as
hereinafter provided.

    


    
      
         


      

      
        B-1-6

        
          

        

      

      
         


      

    

     

    (a)               Repurchase
Right on Termination Other Than for Cause. For the purposes of this Section, a
"Repurchase Event" shall
mean an occurrence of one of (i) termination of Optionee's employment by the
Company, voluntary or involuntary and with or without cause; (ii) retirement or
death of Optionee; (iii) bankruptcy of Optionee, which shall be deemed to have
occurred as of the date on which a voluntary or involuntary petition in
bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution of
the marriage of Optionee, to the extent that any of the Shares are allocated as
the sole and separate property of Optionee's spouse pursuant thereto (in which
case, this Section shall only apply to the Shares so affected); or (v) any
attempted transfer by the Optionee of Shares, or any interest therein, in
violation of this Agreement. Upon the occurrence of a Repurchase Event, the
Company shall have the right (but not an obligation) to repurchase all or any
portion of the Shares of Optionee at a price equal to the fair value of the
Shares as of the date of the Repurchase Event.

    


    (b)               Repurchase
Right on Termination for Cause. In the event Optionee's employment is terminated
by the Company "for cause", then the Company shall have the right (but not an
obligation) to repurchase Shares of Optionee at a price equal to the Exercise
Price. Such right of the Company to repurchase Shares shall apply to 100% of the
Shares for one (1) year from the date of this Agreement; and shall thereafter
lapse at the rate of twenty percent (20%) of the Shares on each anniversary
of the date of this Agreement. In addition, the Company shall have the right, in
the sole discretion of the Board and without obligation, to repurchase upon
termination for cause all or any portion of the Shares of Optionee, at a price
equal to the fair value of the Shares as of the date of termination, which right
is not subject to the foregoing lapsing of rights. In the event the Company
elects to repurchase the Shares, the stock certificates representing the same
shall forthwith be returned to the Company for cancellation.

    


    (c)               Exercise
of Repurchase Right. Any Repurchase Right under Paragraphs 15(a) or 15(b) shall
be exercised by giving notice of exercise as provided herein to Optionee or the
estate of Optionee, as applicable. Such right shall be exercised, and the
repurchase price thereunder shall be paid, by the Company within a ninety (90)
day period beginning on the date of notice to the Company of the occurrence of
such Repurchase Event (except in the case of termination of employment or
retirement, where such option period shall begin upon the occurrence of the
Repurchase Event). Such repurchase price shall be payable only in the form of
cash (including a check drafted on immediately available funds) or cancellation
of purchase money indebtedness of the Optionee for the Shares. If the Company
can not purchase all such Shares because it is unable to meet the financial
tests set forth in the Delaware corporation law, the Company shall have the
right to purchase as many Shares as it is permitted to purchase under such
sections. Any Shares not purchased by the Company hereunder shall no longer be
subject to the provisions of this Section 15.

    


    
      
         


      

      
        B-1-7

        
          

        

      

      
         


      

    

     

    (d)               Right
of First Refusal. In the event Optionee desires to transfer any Shares during
his or her lifetime, Optionee shall first offer to sell such Shares to the
Company. Optionee shall deliver to the Company written notice of the intended
sale, such notice to specify the number of Shares to be sold, the proposed
purchase price and terms of payment, and grant the Company an option for a
period of thirty days following receipt of such notice to purchase the offered
Shares upon the same terms and conditions. To exercise such option, the Company
shall give notice of that fact to Optionee within the thirty (30) day notice
period and agree to pay the purchase price in the manner provided in the notice.
If the Company does not purchase all of the Shares so offered during foregoing
option period, Optionee shall be under no obligation to sell any of the offered
Shares to the Company, but may dispose of such Shares in any lawful manner
during a period of one hundred and eighty (180) days following the end of such
notice period, except that Optionee shall not sell any such Shares to any other
person at a lower price or upon more favorable terms than those offered to the
Company.

    


    (e)               Acceptance
of Restrictions. Acceptance of the Shares shall constitute the Optionee's
agreement to such restrictions and the legending of his certificates with
respect thereto. Notwithstanding such restrictions, however, so long as the
Optionee is the holder of the Shares, or any portion thereof, he shall be
entitled to receive all dividends declared on and to vote the Shares and to all
other rights of a shareholder with respect thereto.

    


    (f)                Permitted
Transfers. Notwithstanding any provisions in this Section 15 to the
contrary, the Optionee may transfer Shares subject to this Agreement to his or
her parents, spouse, children, or grandchildren, or a trust for the benefit of
the Optionee or any such transferee(s); provided, that such permitted
transferee(s) shall hold the Shares subject to all the provisions of this
Agreement (all references to the Optionee herein shall in such cases refer
mutatis mutandis to the permitted transferee, except in the case of clause (iv)
of Section 15(a) wherein the permitted transfer shall be deemed to be
rescinded); and provided further, that notwithstanding any other provisions in
this Agreement, a permitted transferee may not, in turn, make permitted
transfers without the written consent of the Optionee and the
Company.

    


    (g)               Release
of Restrictions on Shares. All other restrictions under this Section 15
shall terminate five (5) years following the date of this Agreement, or when the
Company's securities are publicly traded, whichever occurs earlier.

    


    16.           Notices. Any notice
required to be given pursuant to this Option or the Plan shall be in writing and
shall be deemed to be delivered upon receipt or, in the case of notices by the
Company, five (5) days after deposit in the U.S. mail, postage prepaid,
addressed to Optionee at the address last provided by Optionee for his or her
employee records.

    


    
      
         


      

      
        B-1-8

        
          

        

      

      
         


      

    

     

    17.           Agreement Subject to Plan;
Applicable Law. This Option is made pursuant to the Plan and shall be
interpreted to comply therewith. A copy of such Plan is available to Optionee,
at no charge, at the principal office of the Company. Any provision of this
Option inconsistent with the Plan shall be considered void and replaced with the
applicable provision of the Plan. This Option has been granted, executed and
delivered in the State of Delaware, and the interpretation and enforcement shall
be governed by the laws thereof and subject to the exclusive jurisdiction of the
courts therein.

     

    IN WITNESS WHEREOF, the
parties hereto have executed this Option as of the date first above
written.

    
 

    
      	
                                          

            	
              COMPANY:

            	
              COROWARE,
      INC.

            
	 
      	 
      	
              a
      Delaware corporation

            
	
                

            	 
      	 
      	 
      
	
                

            	 
      	 
      	 
      
	 
      	 
      	
              By:

            	 
      
	 
      	 
      	
              Name:

            	 
      
	 
      	 
      	
              Title:

            	 
      
	
                

            	 
      	 
      	 
      
	
                

            	 
      	 
      	 
      
	 
      	
              OPTIONEE:

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	 
      
	 
      	 
      	 
      	
              (signature)

            
	 
      	 
      	
              Name:

            	 
      


    

     

    
      
         


      

      
        B-1-9

        
          

        

      

      
         


      

    

    


    Appendix A

     

    NOTICE
OF EXERCISE

     

    COROWARE,
INC.

    _________________

    _________________

    _________________

     

    Re:
Nonstatutory Stock Option

     

    1)           Notice
is hereby given pursuant to Section 6 of my Nonstatutory Stock Option
Agreement that I elect to purchase the number of shares set forth below at the
exercise price set forth in my option agreement:

    Nonstatutory
Stock Option Agreement dated: ____________

     

    Number of
shares being purchased: ____________

     

    Exercise
Price: $____________

     

    A check
in the amount of the aggregate price of the shares being purchased is
attached.

     

    OR

     

    2)           I
elect a cashless exercise pursuant to Section 6 of my Nonstatutory Stock
Option Agreement. The Average Market Price as of _______ was
$_____.

    I hereby
confirm that such shares are being acquired by me for my own account for
investment purposes, and not with a view to, or for resale in connection with,
any distribution thereof. I will not sell or dispose of my Shares in violation
of the Securities Act of 1933, as amended, or any applicable federal or state
securities laws. Further, I understand that the exemption from taxable income at
the time of exercise is dependent upon my holding such stock for a period of at
least one year from the date of exercise and two years from the date of grant of
the Option.

     

    I
understand that the certificate representing the Option Shares will bear a
restrictive legend within the contemplation of the Securities Act and as
required by such other state or federal law or regulation applicable to the
issuance or delivery of the Option Shares.

     

    I agree
to provide to the Company such additional documents or information as may be
required pursuant to the Company's 2010 Incentive Stock Plan.

     

    


    
      	 
      	
              By:

            	 
      
	 
      	 
      	
              (signature)

            
	 
      	
              Name:

            	 
      
	 
      	 
      	 
      


    

    


    
      
         


      

      
        B-1-10

        
          

        

      

      
         


      

    

     

    EXHIBIT
B-2

     

    COROWARE,
INC.

    NONSTATUTORY
STOCK OPTION AGREEMENT 

      
        

      

    

     

    THIS NONSTATUTORY STOCK OPTION
AGREEMENT ("Agreement") is made and
entered into as of the date set forth below, by and between COROWARE, INC., a
Delaware corporation (the "Company"), and the following
Director of the Company ("Optionee"):

     

    In
consideration of the covenants herein set forth, the parties hereto agree as
follows:

     

    1.           Option
Information.

    


    
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                   

            	
              (a)

            	
              Date
      of Option:

            	 
      	 
      
	 
      	
              (b)

            	
              Optionee:

            	 
      	 
      
	 
      	
              (c)

            	
              Number
      of Shares:

            	 
      	 
      
	 
      	
              (d)

            	
              Exercise
      Price:

            	 
      	 
      
	 
      	
              (e)

            	
              Vesting
      Schedule

            	 
      	 
      


    

    


    2.           Acknowledgements.

    


    (a)               Optionee
is a member of the Board of Directors of the Company.

    


    (b)               The
Board of Directors (the "Board" which term shall
include an authorized committee of the Board of Directors) and shareholders of
the Company have heretofore adopted a 2010 Incentive Stock Plan (the "Plan"), pursuant to which this
Option is being granted; and

    


    (c)               The
Board has authorized the granting to Optionee of a nonstatutory stock option
("Option") to purchase
shares of common stock of the Company ("Stock") upon the terms and
conditions hereinafter stated and pursuant to a registration statement filed
under and in compliance with the Securities Act of 1933, as amended (the "Securities Act"), or an
exemption therefrom.

    


    3.           Shares; Price.
Company hereby grants to Optionee the right to purchase, upon and subject to the
terms and conditions herein stated, the number of shares of Stock set forth in
Section 1(c) above (the "Shares") for cash or on a
cashless basis (or other consideration as is acceptable to the Board of
Directors of the Company, in their sole and absolute discretion) at the price
per Share set forth in Section 1(d) above (the "Exercise Price").

    


    
      
         


      

      
        B-2-1

        
          

        

      

      
         


      

    

     

    4.           Term of Option; Continuation
of Service. This Option shall expire, and all rights hereunder to
purchase the Shares shall terminate, ten (10) years from the date hereof. This
Option shall earlier terminate subject to Sections 7 and 8 hereof upon, and as
of the date of, the termination of Optionee's employment if such termination
occurs prior to the end of such ten (10) year period. Nothing contained herein
shall confer upon Optionee the right to the continuation of his or her
employment by the Company or to interfere with the right of the Company to
terminate such employment or to increase or decrease the compensation of
Optionee from the rate in existence at the date hereof.

    


    5.           Vesting of Option.
Subject to the provisions of Sections 7 and 8 hereof, this Option shall become
exercisable during the term that Optionee serves as a Director of the Company
according to terms deemed acceptable to the Board of Directors of the Company in
their sole and absolute discretion according to the schedule set forth in
Section 1(e) above (the “Vesting Schedule”).

    


    6.           Exercise. This Option
shall be exercised by delivery to the Company of (a) written notice of exercise
stating the number of Shares being purchased (in whole shares only) and such
other information set forth on the form of Notice of Exercise attached hereto as
Appendix A, (b)
a check or cash in the amount of the Exercise Price of the Shares covered by the
notice (or such other consideration as has been approved by the Board of
Directors consistent with the Plan) and (c) a written investment representation
as provided for in Section 13 hereof. Notwithstanding anything to the
contrary contained in this Option, this Option may be exercised by presentation
and surrender of this Option to the Company at its principal executive offices
with a written notice of the holder’s intention to effect a cashless exercise,
including a calculation of the number of shares of Common Stock to be issued
upon such exercise in accordance with the terms hereof (a “Cashless Exercise”).
In the event of a Cashless Exercise, in lieu of paying the Exercise Price in
cash, the holder shall surrender this Option for that number of shares of Common
Stock determined by multiplying the number of Shares to which it would otherwise
be entitled by a fraction, the numerator of which shall be the difference
between the then current Market Price per share of the Common Stock and the
Exercise Price, and the denominator of which shall be the then current Market
Price per share of Common Stock. For example, if the holder is exercising
100,000 Options with a per Warrant exercise price of $0.75 per share through a
cashless exercise when the Common Stock’s current Market Price per share is
$2.00 per share, then upon such Cashless Exercise the holder will receive 62,500
shares of Common Stock. Market Price is defined as the average of the last
reported sale prices on the principal trading market for the Common Stock during
the five (5) trading days immediately preceding such date. This Option shall not
be assignable or transferable, except by will or by the laws of descent and
distribution, and shall be exercisable only by Optionee during his or her
lifetime, except as provided in Section 8 hereof.

    


    
      
         


      

      
        B-2-2

        
          

        

      

      
         


      

    

     

    7.           Termination of
Service. If Optionee shall cease to serve as a Director of the Company
for any reason, no further installments shall vest pursuant to Section 5,
and the maximum number of Shares that Optionee may purchase pursuant hereto
shall be limited to the number of Shares that were vested as of the date
Optionee ceases to be a Director (to the nearest whole Share). Thereupon,
Optionee shall have the right to exercise this Option, at any time during the
remaining term hereof, to the extent, but only to the extent, that this Option
was exercisable as of the date Optionee ceases to be a Director; provided,
however, if Optionee is removed as a Director pursuant to the Delaware
corporation law, the foregoing right to exercise shall automatically terminate
on the date Optionee ceases to be a Director as to all Shares covered by this
Option not exercised prior to termination. Unless earlier terminated, all rights
under this Option shall terminate in any event on the expiration date of this
Option as defined in Section 4 hereof.

    


    8.           Death of Optionee. If
the Optionee shall die while in the employ of the Company, Optionee's personal
representative or the person entitled to Optionee's rights hereunder may at any
time within six (6) months after the date of Optionee's death, or during the
remaining term of this Option, whichever is the lesser, exercise this Option and
purchase Shares to the extent, but only to the extent, that Optionee could have
exercised this Option as of the date of Optionee's death; provided, in any case,
that this Option may be so exercised only to the extent that this Option has not
previously been exercised by Optionee.

    


    9.            No Rights as
Shareholder. Optionee shall have no rights as a shareholder with respect
to the Shares covered by any installment of this Option until the effective date
of issuance of the Shares following exercise of this Option, and no adjustment
will be made for dividends or other rights for which the record date is prior to
the date such stock certificate or certificates are issued except as provided in
Section 10 hereof.

    


    10.           Recapitalization.
Subject to any required action by the shareholders of the Company, the number of
Shares covered by this Option, and the Exercise Price thereof, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares resulting from a subdivision or consolidation of shares or the payment of
a stock dividend, or any other increase or decrease in the number of such shares
effected without receipt of consideration by the Company; provided however that
the conversion of any convertible securities of the Company shall not be deemed
having been "effected without receipt of consideration by the
Company".

    


    
      
         


      

      
        B-2-3

        
          

        

      

      
         


      

    

     

    In the
event of a proposed dissolution or liquidation of the Company, a merger or
consolidation in which the Company is not the surviving entity, or a sale of all
or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), unless
otherwise provided by the Board, this Option shall terminate immediately prior
to such date as is determined by the Board, which date shall be no later than
the consummation of such Reorganization. In such event, if the entity which
shall be the surviving entity does not tender to Optionee an offer, for which it
has no obligation to do so, to substitute for any unexercised Option a stock
option or capital stock of such surviving of such surviving entity, as
applicable, which on an equitable basis shall provide the Optionee with
substantially the same economic benefit as such unexercised Option, then the
Board may grant to such Optionee, in its sole and absolute discretion and
without obligation, the right for a period commencing thirty (30) days prior to
and ending immediately prior to the date determined by the Board pursuant hereto
for termination of the Option or during the remaining term of the Option,
whichever is the lesser, to exercise any unexpired Option or Options without
regard to the installment provisions of Section 5; provided, however, that
such exercise shall be subject to the consummation of such
Reorganization.

     

    Subject
to any required action by the shareholders of the Company, if the Company shall
be the surviving entity in any merger or consolidation, this Option thereafter
shall pertain to and apply to the securities to which a holder of Shares equal
to the Shares subject to this Option would have been entitled by reason of such
merger or consolidation, and the installment provisions of Section 5 shall
continue to apply.

     

    In the
event of a change in the shares of the Company as presently constituted, which
is limited to a change of all of its authorized Stock without par value into the
same number of shares of Stock with a par value, the shares resulting from any
such change shall be deemed to be the Shares within the meaning of this
Option.

     

    To the
extent that the foregoing adjustments relate to shares or securities of the
Company, such adjustments shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. Except as hereinbefore
expressly provided, Optionee shall have no rights by reason of any subdivision
or consolidation of shares of Stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class, and the number and price of Shares subject to this Option shall not
be affected by, and no adjustments shall be made by reason of, any dissolution,
liquidation, merger, consolidation or sale of assets or capital stock, or any
issue by the Company of shares of stock of any class or securities convertible
into shares of stock of any class.

     

    The grant
of this Option shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes in its capital
or business structure or to merge, consolidate, dissolve or liquidate or to sell
or transfer all or any part of its business or assets.

     

    
      
         


      

      
        B-2-4

        
          

        

      

      
         


      

    

     

    11.           Taxation upon Exercise of
Option. Optionee understands that, upon exercise of this Option, Optionee
will recognize income, for Federal and state income tax purposes, in an amount
equal to the amount by which the fair market value of the Shares, determined as
of the date of exercise, exceeds the Exercise Price. The acceptance of the
Shares by Optionee shall constitute an agreement by Optionee to report such
income in accordance with then applicable law and to cooperate with Company in
establishing the amount of such income and corresponding deduction to the
Company for its income tax purposes. Withholding for federal or state income and
employment tax purposes will be made, if and as required by law, from Optionee's
then current compensation, or, if such current compensation is insufficient to
satisfy withholding tax liability, the Company may require Optionee to make a
cash payment to cover such liability as a condition of the exercise of this
Option.

    


    12           Modification, Extension and
Renewal of Options. The Board or Committee, as described in the Plan, may
modify, extend or renew this Option or accept the surrender thereof (to the
extent not theretofore exercised) and authorize the granting of a new option in
substitution therefore (to the extent not theretofore exercised), subject at all
times to the Plan and the Code. Notwithstanding the foregoing provisions of this
Section 12, no modification shall, without the consent of the Optionee,
alter to the Optionee's detriment or impair any rights of Optionee
hereunder.

    


    13.           Investment Intent;
Restrictions on Transfer.

    


    (a)               Optionee
represents and agrees that if Optionee exercises this Option in whole or in
part, Optionee will in each case acquire the Shares upon such exercise for the
purpose of investment and not with a view to, or for resale in connection with,
any distribution thereof; and that upon such exercise of this Option in whole or
in part, Optionee (or any person or persons entitled to exercise this Option
under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a
written statement to such effect, satisfactory to the Company in form and
substance. If the Shares represented by this Option are registered under the
Securities Act, either before or after the exercise of this Option in whole or
in part, the Optionee shall be relieved of the foregoing investment
representation and agreement and shall not be required to furnish the Company
with the foregoing written statement.

    


    (b)               Optionee
further represents that Optionee has had access to the financial statements or
books and records of the Company, has had the opportunity to ask questions of
the Company concerning its business, operations and financial condition, and to
obtain additional information reasonably necessary to verify the accuracy of
such information.

    


    (c)               Unless
and until the Shares represented by this Option are registered under the
Securities Act, all certificates representing the Shares and any certificates
subsequently issued in substitution therefor and any certificate for any
securities issued pursuant to any stock split, share reclassification, stock
dividend or other similar capital event shall bear legends in substantially the
following form:

    


    
      
         


      

      
        B-2-5

        
          

        

      

      
         


      

    

     

    THESE
SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES
ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF
ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION
UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS
PURSUANT TO EXEMPTIONS THEREFROM.

     

    THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN
NONSTATUTORY STOCK OPTION AGREEMENT DATED ____________ BETWEEN THE COMPANY AND
THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO
REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.

     

    and/or
such other legend or legends as the Company and its counsel deem necessary or
appropriate. Appropriate stop transfer instructions with respect to the Shares
have been placed with the Company's transfer agent.

     

    14.           Stand-off Agreement.
Optionee agrees that, in connection with any registration of the Company's
securities under the Securities Act, and upon the request of the Company or any
underwriter managing an underwritten offering of the Company's securities,
Optionee shall not sell, short any sale of, loan, grant an option for, or
otherwise dispose of any of the Shares (other than Shares included in the
offering) without the prior written consent of the Company or such managing
underwriter, as applicable, for a period of at least one year following the
effective date of registration of such offering.

    


    15.           Restriction Upon
Transfer. The Shares may not be sold, transferred or otherwise disposed
of and shall not be pledged or otherwise hypothecated by the Optionee except as
hereinafter provided.

    


    (a)               Repurchase Right on
Termination Other Than by Removal. For the purposes of this Section, a
"Repurchase Event" shall
mean an occurrence of one of (i) termination of Optionee's service as a
director; (ii) death of Optionee; (iii) bankruptcy of Optionee, which shall be
deemed to have occurred as of the date on which a voluntary or involuntary
petition in bankruptcy is filed with a court of competent jurisdiction; (iv)
dissolution of the marriage of Optionee, to the extent that any of the Shares
are allocated as the sole and separate property of Optionee's spouse pursuant
thereto (in which case, this Section shall only apply to the Shares so
affected); or (v) any attempted transfer by the Optionee of Shares, or any
interest therein, in violation of this Agreement. Upon the occurrence of a
Repurchase Event, and upon mutual agreement of the Company and Optionee, the
Company may repurchase all or any portion of the Shares of Optionee at a price
equal to the fair value of the Shares as of the date of the Repurchase
Event.

    


    (b)               Repurchase Right on
Removal. In the event Optionee is removed as a director pursuant to the
Delaware Revised Statutes Code, or Optionee voluntarily resigns as a director
prior to the date upon which the last installment of Shares becomes exercisable
pursuant to Section 5, then the Company shall have the right (but not an
obligation) to repurchase Shares of Optionee at a price equal to the Exercise
Price. Such right of the Company to repurchase

    


    
      
         


      

      
        B-2-6

        
          

        

      

      
         


      

    

     

    Shares
shall apply to 100% of the Shares for one (1) year from the date of this
Agreement; and shall thereafter lapse ratably in equal annual increments on each
anniversary of the date of this Agreement over the term of this Option specified
in Section 4. In addition, the Company shall have the right, in the sole
discretion of the Board and without obligation, to repurchase upon removal or
resignation all or any portion of the Shares of Optionee, at a price equal to
the fair value of the Shares as of the date of such removal or resignation,
which right is not subject to the foregoing lapsing of rights. In the event the
Company elects to repurchase the Shares, the stock certificates representing the
same shall forthwith be returned to the Company for cancellation.

    


    (c)               Exercise of Repurchase
Right. Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be
exercised by giving notice of exercise as provided herein to Optionee or the
estate of Optionee, as applicable. Such right shall be exercised, and the
repurchase price thereunder shall be paid, by the Company within a ninety (90)
day period beginning on the date of notice to the Company of the occurrence of
such Repurchase Event (except in the case of termination or cessation of
services as director, where such option period shall begin upon the occurrence
of the Repurchase Event). Such repurchase price shall be payable only in the
form of cash (including a check drafted on immediately available funds) or
cancellation of purchase money indebtedness of the Optionee for the Shares. If
the Company can not purchase all such Shares because it is unable to meet the
financial tests set forth in the Delaware corporation law, the Company shall
have the right to purchase as many Shares as it is permitted to purchase under
such sections. Any Shares not purchased by the Company hereunder shall no longer
be subject to the provisions of this Section 15.

    


    (d)               Right
of First Refusal. In the event Optionee desires to transfer any Shares during
his or her lifetime, Optionee shall first offer to sell such Shares to the
Company. Optionee shall deliver to the Company written notice of the intended
sale, such notice to specify the number of Shares to be sold, the proposed
purchase price and terms of payment, and grant the Company an option for a
period of thirty days following receipt of such notice to purchase the offered
Shares upon the same terms and conditions. To exercise such option, the Company
shall give notice of that fact to Optionee within the thirty (30) day notice
period and agree to pay the purchase price in the manner provided in the notice.
If the Company does not purchase all of the Shares so offered during foregoing
option period, Optionee shall be under no obligation to sell any of the offered
Shares to the Company, but may dispose of such Shares in any lawful manner
during a period of one hundred and eighty (180) days following the end of such
notice period, except that Optionee shall not sell any such Shares to any other
person at a lower price or upon more favorable terms than those offered to the
Company.

    


    (e)               Acceptance
of Restrictions. Acceptance of the Shares shall constitute the Optionee's
agreement to such restrictions and the legending of his certificates with
respect thereto. Notwithstanding such restrictions, however, so long as the
Optionee is the holder of the Shares, or any portion thereof, he shall be
entitled to receive all dividends declared on and to vote the Shares and to all
other rights of a shareholder with respect thereto.

    


    
      
         


      

      
        B-2-7

        
          

        

      

      
         


      

    

     

     (f)               Permitted
Transfers. Notwithstanding any provisions in this Section 15 to the
contrary, the Optionee may transfer Shares subject to this Agreement to his or
her parents, spouse, children, or grandchildren, or a trust for the benefit of
the Optionee or any such transferee(s); provided, that such permitted
transferee(s) shall hold the Shares subject to all the provisions of this
Agreement (all references to the Optionee herein shall in such cases refer
mutatis mutandis to the permitted transferee, except in the case of clause (iv)
of Section 15(a) wherein the permitted transfer shall be deemed to be
rescinded); and provided further, that notwithstanding any other provisions in
this Agreement, a permitted transferee may not, in turn, make permitted
transfers without the written consent of the Optionee and the
Company.

    


    (g)               Release
of Restrictions on Shares. All other restrictions under this Section 15
shall terminate five (5) years following the date of this Agreement, or when the
Company's securities are publicly traded, whichever occurs earlier.

    


    16.           Notices. Any notice
required to be given pursuant to this Option or the Plan shall be in writing and
shall be deemed to be delivered upon receipt or, in the case of notices by the
Company, five (5) days after deposit in the U.S. mail, postage prepaid,
addressed to Optionee at the address last provided by Optionee for use in
Company records related to Optionee.

    


    17.           Agreement Subject to Plan;
Applicable Law. This Option is made pursuant to the Plan and shall be
interpreted to comply therewith. A copy of such Plan is available to Optionee,
at no charge, at the principal office of the Company. Any provision of this
Option inconsistent with the Plan shall be considered void and replaced with the
applicable provision of the Plan. This Option has been granted, executed and
delivered in the State of Delaware, and the interpretation and enforcement shall
be governed by the laws thereof and subject to the exclusive jurisdiction of the
courts therein.

    


    IN WITNESS WHEREOF, the
parties hereto have executed this Option as of the date first above
written.

    


    
      	 
      	 
      	 
      	 
      
	
                                          

            	
              COMPANY:

            	
              COROWARE,
      INC.

            
	 
      	 
      	
              a
      Delaware corporation

            
	
                

            	 
      	 
      	 
      
	 
      	 
      	
              By:

            	 
      
	 
      	 
      	
              Name:

            	 
      
	 
      	 
      	
              Title:

            	 
      
	 
      	
              OPTIONEE:

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	 
      
	 
      	 
      	 
      	
              (signature)

            
	 
      	 
      	
              Name:

            	 
      


    

    


    
      
         


      

      
        B-2-8

        
          

        

      

      
         


      

    

     

    Appendix A

     

    NOTICE OF
EXERCISE

     

    COROWARE,
INC.

    _________________

    _________________

    _________________

     

    Re:
Nonstatutory Stock Option

     

    1)           Notice
is hereby given pursuant to Section 6 of my Nonstatutory Stock Option
Agreement that I elect to purchase the number of shares set forth below at the
exercise price set forth in my option agreement:

    Nonstatutory
Stock Option Agreement dated: ____________

     

    Number of
shares being purchased: ____________

     

    Exercise
Price: $____________

     

    A check
in the amount of the aggregate price of the shares being purchased is
attached.

     

    OR

     

    2)           I
elect a cashless exercise pursuant to Section 6 of my Nonstatutory Stock
Option Agreement. The Average Market Price as of _______ was
$_____.

    


     

    I hereby
confirm that such shares are being acquired by me for my own account for
investment purposes, and not with a view to, or for resale in connection with,
any distribution thereof. I will not sell or dispose of my Shares in violation
of the Securities Act of 1933, as amended, or any applicable federal or state
securities laws. Further, I understand that the exemption from taxable income at
the time of exercise is dependent upon my holding such stock for a period of at
least one year from the date of exercise and two years from the date of grant of
the Option.

     

    I
understand that the certificate representing the Option Shares will bear a
restrictive legend within the contemplation of the Securities Act and as
required by such other state or federal law or regulation applicable to the
issuance or delivery of the Option Shares.

     

    I agree
to provide to the Company such additional documents or information as may be
required pursuant to the Company's 2010 Incentive Stock Plan.

     

    


    
      	 
      	 
      	 
      
	
                                                                                                

            	
              By:

            	 
      
	 
      	 
      	
              (signature)

            
	 
      	
              Name:

            	 
      
	 
      	 
      	 
      


    

    


    
      
         


      

      
        B-2-9

        
          

        

      

      
         


      

    

     

    EXHIBIT
B-3

     

    COROWARE,
INC.

    CONSULTANT
NONSTATUTORY STOCK OPTION AGREEMENT 

      
        

      

    

           THIS CONSULTANT
NONSTATUTORY STOCK OPTION AGREEMENT ("Agreement") is made and
entered into as of the date set forth below, by and between COROWARE, INC., a
Delaware corporation (the "Company"), and the following
consultant to the Company (herein, the "Optionee"):

     

    In
consideration of the covenants herein set forth, the parties hereto agree as
follows:

     

    1.           Option
Information.-

    


    
      	 
      	 
      	 
      	 
      	 
      
	
                   

            	
              (a)

            	
              Date
      of Option:

            	 
      	 
      
	 
      	
              (b)

            	
              Optionee:

            	 
      	 
      
	 
      	
              (c)

            	
              Number
      of Shares:

            	 
      	 
      
	 
      	
              (d)

            	
              Exercise
      Price:

            	 
      	 
      
	 
      	
              (e)

            	
              Vesting
      Schedule

            	 
      	 
      


    

    


    2.           Acknowledgements.

    


    (a)               Optionee
is an independent consultant to the Company, not an employee;

    


    (b)               The
Board of Directors (the "Board" which term shall
include an authorized committee of the Board of Directors) and shareholders of
the Company have heretofore adopted a 2010 Incentive Stock Plan (the "Plan"), pursuant to which this
Option is being granted; and

    


    (c)               The
Board has authorized the granting to Optionee of a nonstatutory stock option
("Option") to purchase
shares of common stock of the Company ("Stock") upon the terms and
conditions hereinafter stated and pursuant to a registration statement filed
under and in compliance with the Securities Act of 1933, as amended (the "Securities Act"), or an
exemption therefrom.

    


    3.           Shares; Price. The
Company hereby grants to Optionee the right to purchase, upon and subject to the
terms and conditions herein stated, the number of shares of Stock set forth in
Section 1(c) above (the "Shares") for cash or on a
cashless basis (or other consideration as is acceptable to the Board, in their
sole and absolute discretion) at the price per Share set forth in
Section 1(d) above (the "Exercise Price").

    


    
      
         


      

      
        B-3-1

        
          

        

      

      
         


      

    

     

    4.           Term of Option. This
Option shall expire, and all rights hereunder to purchase the Shares, shall
terminate five (5) years from the date hereof. Nothing contained herein shall be
construed to interfere in any way with the right of the Company to terminate
Optionee as a consultant to the Company, or to increase or decrease the
compensation paid to Optionee from the rate in effect as of the date
hereof.

    


    5.           Vesting of Option.
Subject to the provisions of Sections 7 and 8 hereof, this Option shall become
exercisable during the period that Optionee serves as a consultant of the
Company according to terms deemed acceptable to the Board of Directors of the
Company in their sole and absolute discretion according to the schedule set
forth in Section 1(e) above (the “Vesting Schedule”).

    


    6.           Exercise. This Option
shall be exercised by delivery to the Company of (a) written notice of exercise
stating the number of Shares being purchased (in whole shares only) and such
other information set forth on the form of Notice of Exercise attached hereto as
Appendix A, (b)
a check or cash in the amount of the Exercise Price of the Shares covered by the
notice (or such other consideration as has been approved by the Board of
Directors consistent with the Plan) and (c) a written investment representation
as provided for in Section 13 hereof. Notwithstanding anything to the
contrary contained in this Option, this Option may be exercised by presentation
and surrender of this Option to the Company at its principal executive offices
with a written notice of the holder’s intention to effect a cashless exercise,
including a calculation of the number of shares of Common Stock to be issued
upon such exercise in accordance with the terms hereof (a “Cashless Exercise”).
In the event of a Cashless Exercise, in lieu of paying the Exercise Price in
cash, the holder shall surrender this Option for that number of shares of Common
Stock determined by multiplying the number of Shares to which it would otherwise
be entitled by a fraction, the numerator of which shall be the difference
between the then current Market Price per share of the Common Stock and the
Exercise Price, and the denominator of which shall be the then current Market
Price per share of Common Stock. For example, if the holder is exercising
100,000 Options with a per Warrant exercise price of $0.75 per share through a
cashless exercise when the Common Stock’s current Market Price per share is
$2.00 per share, then upon such Cashless Exercise the holder will receive 62,500
shares of Common Stock. Market Price is defined as the average of the last
reported sale prices on the principal trading market for the Common Stock during
the five (5) trading days immediately preceding such date. This Option shall not
be assignable or transferable, except by will or by the laws of descent and
distribution, and shall be exercisable only by Optionee during his or her
lifetime.

    


    
      
         


      

      
        B-3-2

        
          

        

      

      
         


      

    

     

    7.           Termination of
Service. If Optionee's service as a consultant to the Company terminates
for any reason, no further installments shall vest pursuant to Section 5,
and Optionee shall have the right at any time within thirty (30) days following
such termination of services or the remaining term of this Option, whichever is
the lesser, to exercise in whole or in part this Option to the extent, but only
to the extent, that this Option was exercisable as of the date Optionee ceased
to be a consultant to the Company; provided, however, if Optionee is terminated
for reasons that would justify a termination of employment "for cause", the foregoing
right to exercise shall automatically terminate on the date Optionee ceases to
be a consultant to the Company as to all Shares covered by this Option not
exercised prior to termination. Unless earlier terminated, all rights under this
Option shall terminate in any event on the expiration date of this Option as
defined in Section 4 hereof.

    


    8.           Death of Optionee. If
the Optionee shall die while serving as a consultant to the Company, Optionee's
personal representative or the person entitled to Optionee's rights hereunder
may at any time within ninety (90) days after the date of Optionee's death, or
during the remaining term of this Option, whichever is the lesser, exercise this
Option and purchase Shares to the extent, but only to the extent, that Optionee
could have exercised this Option as of the date of Optionee's death; provided,
in any case, that this Option may be so exercised only to the extent that this
Option has not previously been exercised by Optionee.

    


    9.           No Rights as
Shareholder. Optionee shall have no rights as a shareholder with respect
to the Shares covered by any installment of this Option until the effective date
of the issuance of shares following exercise of this to Option, and no
adjustment will be made for dividends or other rights for which the record date
is prior to the date such stock certificate or certificates are issued except as
provided in Section 10 hereof.

    


    10.           Recapitalization.
Subject to any required action by the shareholders of the Company, the number of
Shares covered by this Option, and the Exercise Price thereof, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares resulting from a subdivision or consolidation of shares or the payment of
a stock dividend, or any other increase or decrease in the number of such shares
effected without receipt of consideration by the Company; provided however that
the conversion of any convertible securities of the Company shall not be deemed
having been "effected without receipt of consideration by the
Company."

    


    
      
         


      

      
        B-3-3

        
          

        

      

      
         


      

    

    


    In the
event of a proposed dissolution or liquidation of the Company, a merger or
consolidation in which the Company is not the surviving entity, or a sale of all
or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), this Option
shall terminate immediately prior to the consummation of such proposed action,
unless otherwise provided by the Board; provided, however, if Optionee shall be
a consultant at the time such Reorganization is approved by the stockholders,
Optionee shall have the right to exercise this Option as to all or any part of
the Shares, without regard to the installment provisions of Section 5, for
a period beginning 30 days prior to the consummation of such Reorganization and
ending as of the Reorganization or the expiration of this Option, whichever is
earlier, subject to the consummation of the Reorganization. In any event, the
Company shall notify Optionee, at least 30 days prior to the consummation of
such Reorganization, of his exercise rights, if any, and that the Option shall
terminate upon the consummation of the Reorganization.

     

    Subject
to any required action by the shareholders of the Company, if the Company shall
be the surviving entity in any merger or consolidation, this Option thereafter
shall pertain to and apply to the securities to which a holder of Shares equal
to the Shares subject to this Option would have been entitled by reason of such
merger or consolidation, and the installment provisions of Section 5 shall
continue to apply.

     

    In the
event of a change in the shares of the Company as presently constituted, which
is limited to a change of all of its authorized Stock without par value into the
same number of shares of Stock with a par value, the shares resulting from any
such change shall be deemed to be the Shares within the meaning of this
Option.

     

    To the
extent that the foregoing adjustments relate to shares or securities of the
Company, such adjustments shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. Except as hereinbefore
expressly provided, Optionee shall have no rights by reason of any subdivision
or consolidation of shares of Stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class, and the number and price of Shares subject to this Option shall not
be affected by, and no adjustments shall be made by reason of, any dissolution,
liquidation, merger, consolidation or sale of assets or capital stock, or any
issue by the Company of shares of stock of any class or securities convertible
into shares of stock of any class.

     

    The grant
of this Option shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes in its capital
or business structure or to merge, consolidate, dissolve or liquidate or to sell
or transfer all or any part of its business or assets.

     

    
      
         


      

      
        B-3-4

        
          

        

      

      
         


      

    

     

    11.           Taxation upon Exercise of
Option. Optionee understands that, upon exercise of this Option, Optionee
will recognize income, for Federal and state income tax purposes, in an amount
equal to the amount by which the fair market value of the Shares, determined as
of the date of exercise, exceeds the Exercise Price. The acceptance of the
Shares by Optionee shall constitute an agreement by Optionee to report such
income in accordance with then applicable law and to cooperate with Company in
establishing the amount of such income and corresponding deduction to the
Company for its income tax purposes. Withholding for federal or state income and
employment tax purposes will be made, if and as required by law, from Optionee's
then current compensation, or, if such current compensation is insufficient to
satisfy withholding tax liability, the Company may require Optionee to make a
cash payment to cover such liability as a condition of the exercise of this
Option.

    


    12.           Modification, Extension and
Renewal of Options. The Board or Committee, as described in the Plan, may
modify, extend or renew this Option or accept the surrender thereof (to the
extent not theretofore exercised) and authorize the granting of a new option in
substitution therefore (to the extent not theretofore exercised), subject at all
times to the Plan, the Code. Notwithstanding the foregoing provisions of this
Section 12, no modification shall, without the consent of the Optionee,
alter to the Optionee's detriment or impair any rights of Optionee
hereunder.

    


    13.           Investment Intent;
Restrictions on Transfer.

    


    (a)               Optionee
represents and agrees that if Optionee exercises this Option in whole or in
part, Optionee will in each case acquire the Shares upon such exercise for the
purpose of investment and not with a view to, or for resale in connection with,
any distribution thereof; and that upon such exercise of this Option in whole or
in part, Optionee (or any person or persons entitled to exercise this Option
under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a
written statement to such effect, satisfactory to the Company in form and
substance. If the Shares represented by this Option are registered under the
Securities Act, either before or after the exercise of this Option in whole or
in part, the Optionee shall be relieved of the foregoing investment
representation and agreement and shall not be required to furnish the Company
with the foregoing written statement.

    


     (b)               Optionee
further represents that Optionee has had access to the financial statements or
books and records of the Company, has had the opportunity to ask questions of
the Company concerning its business, operations and financial condition, and to
obtain additional information reasonably necessary to verify the accuracy of
such information.

    


    
      
         


      

      
        B-3-5

        
          

        

      

      
         


      

    

     

    (c)               Unless
and until the Shares represented by this Option are registered under the
Securities Act, all certificates representing the Shares and any certificates
subsequently issued in substitution therefor and any certificate for any
securities issued pursuant to any stock split, share reclassification, stock
dividend or other similar capital event shall bear legends in substantially the
following form:

    


    THESE
SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES
ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF
ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION
UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS
PURSUANT TO EXEMPTIONS THEREFROM.

     

    THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN
NONSTATUTORY STOCK OPTION AGREEMENT DATED ___________ BETWEEN THE COMPANY AND
THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO
REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.

     

    and/or
such other legend or legends as the Company and its counsel deem necessary or
appropriate. Appropriate stop transfer instructions with respect to the Shares
have been placed with the Company's transfer agent.

     

    14.           Stand-off Agreement.
Optionee agrees that, in connection with any registration of the Company's
securities under the Securities Act, and upon the request of the Company or any
underwriter managing an underwritten offering of the Company's securities,
Optionee shall not sell, short any sale of, loan, grant an option for, or
otherwise dispose of any of the Shares (other than Shares included in the
offering) without the prior written consent of the Company or such managing
underwriter, as applicable, for a period of up to one year following the
effective date of registration of such offering.

    


    15.           Restriction Upon
Transfer. The Shares may not be sold, transferred or otherwise disposed
of and shall not be pledged or otherwise hypothecated by the Optionee except as
hereinafter provided.

    


    (a)               Repurchase Right on
Termination Other Than for Cause. For the purposes of this Section, a
"Repurchase Event" shall
mean an occurrence of one of (i) termination of Optionee's service as a
consultant, voluntary or involuntary and with or without cause; (ii) retirement
or death of Optionee; (iii) bankruptcy of Optionee, which shall be deemed to
have occurred as of the date on which a voluntary or involuntary petition in
bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution of
the marriage of Optionee, to the extent that any of the Shares are allocated as
the sole and separate property of Optionee's spouse pursuant thereto (in which
case, this Section shall only apply to the Shares so affected); or (v) any
attempted transfer by the Optionee of Shares, or any interest therein, in
violation of this Agreement. Upon the occurrence of a Repurchase Event, the
Company shall have the right (but not an obligation) to repurchase all or any
portion of the Shares of Optionee at a price equal to the fair value of the
Shares as of the date of the Repurchase Event.

    


    
      
         


      

      
        B-3-6

        
          

        

      

      
         


      

    

     

    (b)               Repurchase Right on
Termination for Cause. In the event Optionee's service as a consultant is
terminated by the Company "for cause" (as contemplated by Section 7), then
the Company shall have the right (but not an obligation) to repurchase Shares of
Optionee at a price equal to the Exercise Price. Such right of the Company to
repurchase Shares shall apply to 100% of the Shares for one (1) year from the
date of this Agreement; and shall thereafter lapse ratably in equal annual
increments on each anniversary of the date of this Agreement over the term of
this Option specified in Section 4. In addition, the Company shall have the
right, in the sole discretion of the Board and without obligation, to repurchase
upon any such termination of service for cause all or any portion of the Shares
of Optionee, at a price equal to the fair value of the Shares as of the date of
termination, which right is not subject to the foregoing lapsing of rights. In
the event the Company elects to repurchase the Shares, the stock certificates
representing the same shall forthwith be returned to the Company for
cancellation.

    


    (c)               Exercise of Repurchase
Right. Any repurchase right under Paragraphs 15(a) or 15(b) shall be
exercised by giving notice of exercise as provided herein to Optionee or the
estate of Optionee, as applicable. Such right shall be exercised, and the
repurchase price thereunder shall be paid, by the Company within a ninety (90)
day period beginning on the date of notice to the Company of the occurrence of
such Repurchase Event (except in the case of termination of employment or
retirement, where such option period shall begin upon the occurrence of the
Repurchase Event). Such repurchase price shall be payable only in the form of
cash (including a check drafted on immediately available funds) or cancellation
of purchase money indebtedness of the Optionee for the Shares. If the Company
cannot purchase all such Shares because it is unable to meet the financial tests
set forth in the Delaware corporation law, the Company shall have the right to
purchase as many Shares as it is permitted to purchase under such sections. Any
Shares not purchased by the Company hereunder shall no longer be subject to the
provisions of this Section 15.

    


    (d)               Right of First
Refusal. In the event Optionee desires to transfer any Shares during his
or her lifetime, Optionee shall first offer to sell such Shares to the Company.
Optionee shall deliver to the Company written notice of the intended sale, such
notice to specify the number of Shares to be sold, the proposed purchase price
and terms of payment, and grant the Company an option for a period of thirty
days following receipt of such notice to purchase the offered Shares upon the
same terms and conditions. To exercise such option, the Company shall give
notice of that fact to Optionee within the thirty (30) day notice period and
agree to pay the purchase price in the manner provided in the notice. If the
Company does not purchase all of the Shares so offered during foregoing option
period, Optionee shall be under no obligation to sell any of the offered Shares
to the Company, but may dispose of such Shares in any lawful manner during a
period of one hundred and eighty (180) days following the end of such notice
period, except that Optionee shall not sell any such Shares to any other person
at a lower price or upon more favorable terms than those offered to the
Company.

    


    
      
         


      

      
        B-3-7

        
          

        

      

      
         


      

    

     

    (e)               Acceptance of
Restrictions. Acceptance of the Shares shall constitute the Optionee's
agreement to such restrictions and the legending of his certificates with
respect thereto. Notwithstanding such restrictions, however, so long as the
Optionee is the holder of the Shares, or any portion thereof, he shall be
entitled to receive all dividends declared on and to vote the Shares and to all
other rights of a shareholder with respect thereto.

    


    (f)                         Permitted Transfers.
Notwithstanding any provisions in this Section 15 to the contrary, the
Optionee may transfer Shares subject to this Agreement to his or her parents,
spouse, children, or grandchildren, or a trust for the benefit of the Optionee
or any such transferee(s); provided, that such permitted transferee(s) shall
hold the Shares subject to all the provisions of this Agreement (all references
to the Optionee herein shall in such cases refer mutatis mutandis to the
permitted transferee, except in the case of clause (iv) of Section 15(a)
wherein the permitted transfer shall be deemed to be rescinded); and provided
further, that notwithstanding any other provisions in this Agreement, a
permitted transferee may not, in turn, make permitted transfers without the
written consent of the Optionee and the Company.

    


    (g)               Release of Restrictions on
Shares. All rights and restrictions under this Section 15 shall
terminate five (5) years following the date of this Agreement, or when the
Company's securities are publicly traded, whichever occurs earlier.

    


    16.           Notices. Any notice
required to be given pursuant to this Option or the Plan shall be in writing and
shall be deemed to be delivered upon receipt or, in the case of notices by the
Company, five (5) days after deposit in the U.S. mail, postage prepaid,
addressed to Optionee at the address last provided by Optionee for use in
Company records related to Optionee.

    


    17.           Agreement Subject to Plan;
Applicable Law. This Option is made pursuant to the Plan and shall be
interpreted to comply therewith. A copy of such Plan is available to Optionee,
at no charge, at the principal office of the Company. Any provision of this
Option inconsistent with the Plan shall be considered void and replaced with the
applicable provision of the Plan. This Option has been granted, executed and
delivered in the State of Delaware, and the interpretation and enforcement shall
be governed by the laws thereof and subject to the exclusive jurisdiction of the
courts therein.

     

    IN WITNESS WHEREOF, the
parties hereto have executed this Option as of the date first above
written.

     

     

    
      	 
      	 
      	 
      	 
      
	
                                          

            	
              COMPANY:

            	
              COROWARE, INC., a
      Delaware corporation

            
	 	 	 
	 
      	 
      	
              By:

            	 
      
	 
      	 
      	
              Name:

            	 
      
	 
      	 
      	
              Title:

            	 
      
	 
      	
              OPTIONEE:

            	 
      	 
      
	 
      	 
      	
              By:

            	 
      
	 
      	 
      	 
      	
              (signature)

            
	 
      	 
      	
              Name:

            	 
      


    

     

    
      
         


      

      
        B-3-8

        
          

        

      

      
         


      

    

     

    Appendix A

     

    NOTICE OF
EXERCISE

     

    COROWARE,
INC.

    _________________

    _________________

    _________________

     

    Re:
Nonstatutory Stock Option

     

    1)           Notice
is hereby given pursuant to Section 6 of my Nonstatutory Stock Option
Agreement that I elect to purchase the number of shares set forth below at the
exercise price set forth in my option agreement:

    Nonstatutory
Stock Option Agreement dated: ____________

     

    Number of
shares being purchased: ____________

     

    Exercise
Price: $____________

     

    A check
in the amount of the aggregate price of the shares being purchased is
attached.

     

    OR

     

    2)           I
elect a cashless exercise pursuant to Section 6 of my Nonstatutory Stock
Option Agreement. The Average Market Price as of _______ was
$_____.

    


     

    I hereby
confirm that such shares are being acquired by me for my own account for
investment purposes, and not with a view to, or for resale in connection with,
any distribution thereof. I will not sell or dispose of my Shares in violation
of the Securities Act of 1933, as amended, or any applicable federal or state
securities laws. Further, I understand that the exemption from taxable income at
the time of exercise is dependent upon my holding such stock for a period of at
least one year from the date of exercise and two years from the date of grant of
the Option.

     

    I
understand that the certificate representing the Option Shares will bear a
restrictive legend within the contemplation of the Securities Act and as
required by such other state or federal law or regulation applicable to the
issuance or delivery of the Option Shares.

     

    I agree
to provide to the Company such additional documents or information as may be
required pursuant to the Company's 2010 Incentive Stock Plan.

    


    
      	 
      	 
      	 
      
	
                                                                                                

            	
              By:

            	 
      
	 
      	 
      	
              (signature)

            
	 
      	
              Name:

            	 
      
	 
      	 
      	 
      


    

    


    
      
         


      

      
        B-3-9

        
          

        

      

      
         


      

    

     

    EXHIBIT
C

     

    COROWARE,
INC.

    STOCK
AWARD AGREEMENT 

      
        

      

    

     

    THIS STOCK AWARD
AGREEMENT ("Agreement") is made and
entered into as of the date set forth below, by and between COROWARE, INC. , a
Delaware corporation (the "Company"), and the employee,
director or consultant of the Company named in Section 1(b). ("Grantee"):

     

    In
consideration of the covenants herein set forth, the parties hereto agree as
follows:

     

    1.           Stock Award
Information.

    


    
      	 
      	 
      	 
      	 
      	 
      
	
                   

            	
              (a)

            	
              Date
      of Award::

            	 
      	 
      
	 
      	
              (b)

            	
              Grantee:

            	 
      	 
      
	 
      	
              (c)

            	
              Number
      of Shares:

            	 
      	 
      
	 
      	
              (d)

            	
              Original
      Value

            	 
      	 
      


    

    


    2.             Acknowledgements.

    


    (a)               Grantee
is a [employee/director/consultant]
of the Company.

    


    (b)               The
Company has adopted a 2010 Incentive Stock Plan (the "Plan") under which the
Company's common stock ("Stock") may be offered to
directors, officers, employees and consultants pursuant to an exemption from
registration under the Securities Act of 1933, as amended (the "Securities Act").

    


    3.           Shares; Value. The
Company hereby grants to Grantee, upon and subject to the terms and conditions
herein stated, the number of shares of Stock set forth in Section 1(c) (the
"Shares"), which Shares
have a fair value per share ("Original Value") equal to the
amount set forth in Section 1(d). For the purpose of this Agreement, the
terms "Share" or "Shares" shall include the
original Shares plus any shares derived therefrom, regardless of the fact that
the number, attributes or par value of such Shares may have been altered by
reason of any recapitalization, subdivision, consolidation, stock dividend or
amendment of the corporate charter of the Company. The number of Shares covered
by this Agreement and the Original Value thereof shall be proportionately
adjusted for any increase or decrease in the number of issued shares resulting
from a recapitalization, subdivision or consolidation of shares or the payment
of a stock dividend, or any other increase or decrease in the number of such
shares effected without receipt of consideration by the Company.

    


    
      
         


      

      
        C-1

        
          

        

      

      
         


      

    

     

    4.           Investment Intent.
Grantee represents and agrees that Grantee is accepting the Shares for the
purpose of investment and not with a view to, or for resale in connection with,
any distribution thereof; and that, if requested, Grantee shall furnish to the
Company a written statement to such effect, satisfactory to the Company in form
and substance. If the Shares are registered under the Securities Act, Grantee
shall be relieved of the foregoing investment representation and agreement and
shall not be required to furnish the Company with the foregoing written
statement.

    


    5.           Restriction Upon
Transfer. The Shares may not be sold, transferred or otherwise disposed
of and shall not be pledged or otherwise hypothecated by the Grantee except as
hereinafter provided.

    


    (a)               Repurchase Right on
Termination Other Than for Cause. For the purposes of this Section, a
"Repurchase Event" shall
mean an occurrence of one of (i) termination of Grantee's employment [or service as a
director/consultant] by the Company, voluntary or involuntary and with or
without cause; (ii) retirement or death of Grantee; (iii) bankruptcy of Grantee,
which shall be deemed to have occurred as of the date on which a voluntary or
involuntary petition in bankruptcy is filed with a court of competent
jurisdiction; (iv) dissolution of the marriage of Grantee, to the extent that
any of the Shares are allocated as the sole and separate property of Grantee's
spouse pursuant thereto (in which case, this

    Section shall
only apply to the Shares so affected); or (v) any attempted transfer by the
Grantee of Shares, or any interest therein, in violation of this Agreement. Upon
the occurrence of a Repurchase Event, the Company shall have the right (but
not an
obligation) to purchase all or any portion of the Shares of Grantee, at a price
equal to the fair value of the Shares as of the date of the Repurchase
Event.

     

    (b)               Repurchase Right on
Termination for Cause. In the event Grantee's employment [or service as a director/consultant] is
terminated by the Company "for
cause" (as defined below), then the Company shall have the right (but not
an obligation) to purchase Shares of Grantee at a price equal to the Original
Value. Such right of the Company to purchase Shares shall apply to 100% of the
Shares for one (1) year from the date of this Agreement; and shall thereafter
lapse at the rate of twenty percent (20%) of the Shares on each anniversary
of the date of this Agreement. In addition, the Company shall have the right, in
the sole discretion of the Board and without obligation, to repurchase upon
termination for cause all or any portion of the Shares of Grantee, at a price
equal to the fair value of the Shares as of the date of termination, which right
is not subject to the foregoing lapsing of rights. Termination of employment
[or service as a director/consultant] "for cause" means (i) as to
employees or consultants, termination for cause, or as defined in the Plan, this
Agreement or in any employment [or consulting] agreement
between the Company and Grantee, or (ii) as to directors, removal pursuant to
the Delaware corporation law. In the event the Company elects to purchase the
Shares, the stock certificates representing the same shall forthwith be returned
to the Company for cancellation.

    


    
      
         


      

      
        C-2

        
          

        

      

      
         


      

    

     

    (c)               Exercise of Repurchase
Right. Any Repurchase Right under Paragraphs 4(a) or 4(b) shall be
exercised by giving notice of exercise as provided herein to Grantee or the
estate of Grantee, as applicable. Such right shall be exercised, and the
repurchase price thereunder shall be paid, by the Company within a ninety (90)
day period beginning on the date of notice to the Company of the occurrence of
such Repurchase Event (except in the case of termination or cessation of
services as director, where such option period shall begin upon the occurrence
of the Repurchase Event). Such repurchase price shall be payable only in the
form of cash (including a check drafted on immediately available funds) or
cancellation of purchase money indebtedness of the Grantee for the Shares. If
the Company cannot purchase all such Shares because it is unable to meet the
financial tests set forth in the Delaware corporation law, the Company shall
have the right to purchase as many Shares as it is permitted to purchase under
such sections. Any Shares not purchased by the Company hereunder shall no longer
be subject to the provisions of this Section 5.

    


    (d)               Right of First
Refusal. In the event Grantee desires to transfer any Shares during his
or her lifetime, Grantee shall first offer to sell such Shares to the Company.
Grantee shall deliver to the Company written notice of the intended sale, such
notice to specify the number of Shares to be sold, the proposed purchase price
and terms of payment, and grant the Company an option for a period of thirty
days following receipt of such notice to purchase the offered Shares upon the
same terms and conditions. To exercise such option, the Company shall give
notice of that fact to Grantee within the thirty (30) day notice period and
agree to pay the purchase price in the manner provided in the notice. If the
Company does not purchase all of the Shares so offered during foregoing option
period, Grantee shall be under no obligation to sell any of the offered Shares
to the Company, but may dispose of such Shares in any lawful manner during a
period of one hundred and eighty (180) days following the end of such notice
period, except that Grantee shall not sell any such Shares to any other person
at a lower price or upon more favorable terms than those offered to the
Company.

    


    (e)               Acceptance of
Restrictions. Acceptance of the Shares shall constitute the Grantee's
agreement to such restrictions and the legending of his certificates with
respect thereto. Notwithstanding such restrictions, however, so long as the
Grantee is the holder of the Shares, or any portion thereof, he shall be
entitled to receive all dividends declared on and to vote the Shares and to all
other rights of a shareholder with respect thereto.

     

    (f)                      Permitted Transfers.
Notwithstanding any provisions in this Section 5 to the contrary, the
Grantee may transfer Shares subject to this Agreement to his or her parents,
spouse, children, or grandchildren, or a trust for the benefit of the Grantee or
any such transferee(s); provided, that such permitted transferee(s) shall hold
the Shares subject to all the provisions of this Agreement (all references to
the Grantee herein shall in such cases refer mutatis mutandis to the permitted
transferee, except in the case of clause (iv) of Section 5(a) wherein the
permitted transfer shall be deemed to be rescinded); and provided further, that
notwithstanding any other provisions in this Agreement, a permitted transferee
may not, in turn, make permitted transfers without the written consent of the
Grantee and the Company.

     

    
      
         


      

      
        C-3

        
          

        

      

      
         


      

    

     

     (g)               Release of Restrictions on
Shares. All rights and restrictions under this Section 5 shall
terminate five (5) years following the date of this Agreement, or when the
Company's securities are publicly traded, whichever occurs earlier.

    


    6.           Representations and
Warranties of the Grantee. This Agreement and the issuance and grant of
the Shares hereunder is made by the Company in reliance upon the express
representations and warranties of the Grantee, which by acceptance hereof the
Grantee confirms that:

    


    (a)               The
Shares granted to him pursuant to this Agreement are being acquired by him for
his own account, for investment purposes, and not with a view to, or for sale in
connection with, any distribution of the Shares. It is understood that the
Shares have not been registered under the Act by reason of a specific exemption
from the registration provisions of the Act which depends, among other things,
upon the bona fide nature of his representations as expressed
herein;

    


    (b)               The
Shares must be held by him indefinitely unless they are subsequently registered
under the Act and any applicable state securities laws, or an exemption from
such registration is available. The Company is under no obligation to register
the Shares or to make available any such exemption; and

    


    (c)               Grantee
further represents that Grantee has had access to the financial statements or
books and records of the Company, has had the opportunity to ask questions of
the Company concerning its business, operations and financial condition and to
obtain additional information reasonably necessary to verify the accuracy of
such information,

    


    (d)               Unless
and until the Shares represented by this Grant are registered under the
Securities Act, all certificates representing the Shares and any certificates
subsequently issued in substitution therefor and any certificate for any
securities issued pursuant to any stock split, share reclassification, stock
dividend or other similar capital event shall bear legends in substantially the
following form:

    


    THESE
SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES
ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF
ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION
UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS
PURSUANT TO EXEMPTIONS THEREFROM.

     

    THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN
STOCK AWARD AGREEMENT DATED ____________ BETWEEN THE COMPANY AND THE ISSUEE
WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY
THE COMPANY UNDER CERTAIN CONDITIONS.

     

    
      
         


      

      
        C-4

        
          

        

      

      
         


      

    

     

    and/or
such other legend or legends as the Company and its counsel deem necessary or
appropriate. Appropriate stop transfer instructions with respect to the Shares
have been placed with the Company's transfer agent.

     

    (e)               Grantee
understands that he or she will recognize income, for Federal and state income
tax purposes, in an amount equal to the amount by which the fair market value of
the Shares, as of the date of grant, exceeds the price paid by Grantee, if any.
The acceptance of the Shares by Grantee shall constitute an agreement by Grantee
to report such income in accordance with then applicable law. Withholding for
federal or state income and employment tax purposes will be made, if and as
required by law, from Grantee's then current compensation, or, if such current
compensation is insufficient to satisfy withholding tax liability, the Company
may require Grantee to make a cash payment to cover such liability.

    


    7.           Stand-off Agreement.
Grantee agrees that, in connection with any registration of the Company's
securities under the Securities Act, and upon the request of the Company or any
underwriter managing an underwritten offering of the Company's securities,
Grantee shall not sell, short any sale of, loan, grant an option for, or
otherwise dispose of any of the Shares (other than Shares included in the
offering) without the prior written consent of the Company or such managing
underwriter, as applicable, for a period of at least one year following the
effective date of registration of such offering. This Section 8 shall
survive any termination of this Agreement.

    


    8.            Termination of
Agreement. This Agreement shall terminate on the occurrence of any one of
the following events: (a) written agreement of all parties to that effect; (b) a
proposed dissolution or liquidation of the Company, a merger or consolidation in
which the Company is not the surviving entity, or a sale of all or substantially
all of the assets of the Company; (c) the closing of any public offering of
common stock of the Company pursuant to an effective registration statement
under the Securities Act; or (d) dissolution, bankruptcy, or insolvency of the
Company.

    


    9.           Agreement Subject to Plan;
Applicable Law. This Grant is made pursuant to the Plan and shall be
interpreted to comply therewith. A copy of such Plan is available to Grantee, at
no charge, at the principal office of the Company. Any provision of this
Agreement inconsistent with the Plan shall be considered void and replaced with
the applicable provision of the Plan. This Grant shall be governed by the laws
of the State of Delaware and subject to the exclusive jurisdiction of the courts
therein.

    


    10.           Miscellaneous.

    


    (a)               Notices. Any notice
required to be given pursuant to this Agreement or the Plan shall be in writing
and shall be deemed to have been duly delivered upon receipt or, in the case of
notices by the Company, five (5) days after deposit in the U.S. mail, postage
prepaid, addressed to Grantee at the last address provided by Grantee for use in
the Company's records.

    


    
      
         


      

      
        C-5

        
          

        

      

      
         


      

    

     

    (b)               Entire Agreement.
This instrument constitutes the sole agreement of the parties hereto with
respect to the Shares. Any prior agreements, promises or representations
concerning the Shares not included or reference herein shall be of no force or
effect. This Agreement shall be binding on, and shall inure to the benefit of,
the Parties hereto and their respective transferees, heirs, legal
representatives, successors, and assigns.

    


    (c)               Enforcement. This
Agreement shall be construed in accordance with, and governed by, the laws of
the State of Delaware and subject to the exclusive jurisdiction of the courts
located in the State of Delaware. If Grantee attempts to transfer any of the
Shares subject to this Agreement, or any interest in them in violation of the
terms of this Agreement, the Company may apply to any court for an injunctive
order prohibiting such proposed transaction, and the Company may institute and
maintain proceedings against Grantee to compel specific performance of this
Agreement without the necessity of proving the existence or extent of any
damages to the Company. Any such attempted transaction shares in violation of
this Agreement shall be null and void.

    


    (d)               Validity of
Agreement. The provisions of this Agreement may be waived, altered,
amended, or repealed, in whole or in part, only on the written consent of all
parties hereto. It is intended that each Section of this Agreement shall be
viewed as separate and divisible, and in the event that any Section shall
be held to be invalid, the remaining Sections shall continue to be in full force
and effect.

    


    IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first above
written.

    


    


    
      	 
      	 
      	 
      	 
      
	
                                          

            	
              COMPANY:

            	
              COROWARE,
      INC.

            
	 
      	 
      	
              a
      Delaware corporation

            
	 	 	 
	 
      	 
      	
              By:

            	 
      
	 
      	 
      	
              Name:

            	 
      
	 
      	 
      	
              Title:

            	 
      
	
                

            	 
      	 
      	 
      
	
                

            	 
      	 
      	 
      
	 
      	
              OPTIONEE:

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	 
      
	 
      	 
      	 
      	
              (signature)

            
	 
      	 
      	
              Name:

            	 
      


    

    


    
      
         


      

      
        C-6

        
          

        

      

      
         


      

    

     

    EXHIBIT
D

     

    COROWARE,
INC.

    RESTRICTED
STOCK PURCHASE AGREEMENT 

      
        

      

    

     

    THIS RESTRICTED STOCK PURCHASE
AGREEMENT ("Agreement") is made and
entered into as of the date set forth below, by and between COROWARE, INC. , a
Delaware corporation (the "Company"), and the employee,
director or consultant of the Company named in Section 1(b). ("Grantee"):

     

    In
consideration of the covenants herein set forth, the parties hereto agree as
follows:

     

    1.           Stock Purchase
Information.

    


    
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                   

            	
              (a)

            	
              Date
      of Agreement:

            	 
      	 
      
	 
      	
              (b)

            	
              Grantee:

            	 
      	 
      
	 
      	
              (c)

            	
              Number
      of Shares:

            	 
      	 
      
	 
      	
              (d)

            	
              Purchase
      Price:

            	 
      	 
      


    

    


    2.             Acknowledgements.

    


    (a)               Grantee
is a [employee/director/consultant]
of the Company.

    


    (b)               The
Company has adopted a 2010 Incentive Stock Plan (the "Plan") under which the
Company's common stock ("Stock") may be offered to
officers, employees, directors and consultants pursuant to a registration
statement filed under and in compliance with the Securities Act of 1933, as
amended (the "Securities
Act"), or an exemption therefrom.

    


    (c)               The
Grantee desires to purchase shares of the Company's common stock on the terms
and conditions set forth herein.

    


    3.           Purchase of Shares.
The Company hereby agrees to sell and Grantee hereby agrees to purchase, upon
and subject to the terms and conditions herein stated, the number of shares of
Stock set forth in Section 1(c) (the "Shares"), at the price per
Share set forth in Section 1(d) (the "Price"). For the purpose of
this Agreement, the terms "Share" or "Shares" shall include the
original Shares plus any shares derived therefrom, regardless of the fact that
the number, attributes or par value of such Shares may have been altered by
reason of any recapitalization, subdivision, consolidation, stock dividend or
amendment of the corporate charter of the Company. The number of Shares covered
by this Agreement shall be proportionately adjusted for any increase or decrease
in the number of issued shares resulting from a recapitalization, subdivision or
consolidation of shares or the payment of a stock dividend, or any other
increase or decrease in the number of such shares effected without receipt of
consideration by the Company.

    


    
      
         


      

      
        D-1

        
          

        

      

      
         


      

    

     

    4.           Investment Intent.
Grantee represents and agrees that Grantee is accepting the Shares for the
purpose of investment and not with a view to, or for resale in connection with,
any distribution thereof; and that, if requested, Grantee shall furnish to the
Company a written statement to such effect, satisfactory to the Company in form
and substance. If the Shares are registered under the Securities Act, Grantee
shall be relieved of the foregoing investment representation and agreement and
shall not be required to furnish the Company with the foregoing written
statement.

    


    5.           Restriction Upon
Transfer. The Shares may not be sold, transferred or otherwise disposed
of and shall not be pledged or otherwise hypothecated by the Grantee except as
hereinafter provided.

    


    (a)               Repurchase
Right on Termination Other Than for Cause. For the purposes of this Section, a
"Repurchase Event" shall
mean an occurrence of one of (i) termination of Grantee's employment [or service as a
director/consultant] by the Company, voluntary or involuntary and with or
without cause; (ii) retirement or death of Grantee; (iii) bankruptcy of Grantee,
which shall be deemed to have occurred as of the date on which a voluntary or
involuntary petition in bankruptcy is filed with a court of competent
jurisdiction; (iv) dissolution of the marriage of Grantee, to the extent that
any of the Shares are allocated as the sole and separate property of Grantee's
spouse pursuant thereto (in which case, this Section shall only apply to
the Shares so affected); or (v) any attempted transfer by the Grantee of Shares,
or any interest therein, in violation of this Agreement. Upon the occurrence of
a Repurchase Event, the Company shall have the right (but not an obligation) to
repurchase all or any portion of the Shares of Grantee at a price equal to the
fair value of the Shares as of the date of the Repurchase Event.

    (b)               Repurchase
Right on Termination for Cause. In the event Grantee's employment [or service as a
director/consultant] is terminated by the Company "for cause" (as defined
below), then the Company shall have the right (but not an obligation) to
repurchase Shares of Grantee at a price equal to the Price. Such right of the
Company to repurchase Shares shall apply to 100% of the Shares for one (1) year
from the date of this Agreement; and shall thereafter lapse at the rate of
twenty percent (20%) of the Shares on each anniversary of the date of this
Agreement. In addition, the Company shall have the right, in the sole discretion
of the Board and without obligation, to repurchase upon termination for cause
all or any portion of the Shares of Grantee, at a price equal to the fair value
of the Shares as of the date of termination, which right is not subject to the
foregoing lapsing of rights. Termination of employment [or service as a
director/consultant] "for cause" means (i) as to
employees and consultants, termination for cause, or as defined in the Plan,
this Agreement or in any employment [or consulting] agreement
between the Company and Grantee, or (ii) as to directors, removal pursuant to
the Delaware corporation law. In the event the Company elects to repurchase the
Shares, the stock certificates representing the same shall forthwith be returned
to the Company for cancellation.

    


    
      
         


      

      
        D-2

        
          

        

      

      
         


      

    

     

    (c)               Exercise of Repurchase
Right. Any Repurchase Right under Paragraphs 4(a) or 4(b) shall be
exercised by giving notice of exercise as provided herein to Grantee or the
estate of Grantee, as applicable. Such right shall be exercised, and the
repurchase price thereunder shall be paid, by the Company within a ninety (90)
day period beginning on the date of notice to the Company of the occurrence of
such Repurchase Event (except in the case of termination of employment or
retirement, where such option period shall begin upon the occurrence of the
Repurchase Event). Such repurchase price shall be payable only in the form of
cash (including a check drafted on immediately available funds) or cancellation
of purchase money indebtedness of the Grantee for the Shares. If the Company
cannot purchase all such Shares because it is unable to meet the financial tests
set forth in the Delaware corporation law, the Company shall have the right to
purchase as many Shares as it is permitted to purchase under such sections. Any
Shares not purchased by the Company hereunder shall no longer be subject to the
provisions of this Section 5.

    


    (d)               Right of First
Refusal. In the event Grantee desires to transfer any Shares during his
or her lifetime, Grantee shall first offer to sell such Shares to the Company.
Grantee shall deliver to the Company written notice of the intended sale, such
notice to specify the number of Shares to be sold, the proposed purchase price
and terms of payment, and grant the Company an option for a period of thirty
days following receipt of such notice to purchase the offered Shares upon the
same terms and conditions. To exercise such option, the Company shall give
notice of that fact to Grantee within the thirty (30) day notice period and
agree to pay the purchase price in the manner provided in the notice. If the
Company does not purchase all of the Shares so offered during foregoing option
period, Grantee shall be under no obligation to sell any of the offered Shares
to the Company, but may dispose of such Shares in any lawful manner during a
period of one hundred and eighty (180) days following the end of such notice
period, except that Grantee shall not sell any such Shares to any other person
at a lower price or upon more favorable terms than those offered to the
Company.

    


    (e)               Acceptance of
Restrictions. Acceptance of the Shares shall constitute the Grantee's
agreement to such restrictions and the legending of his certificates with
respect thereto. Notwithstanding such restrictions, however, so long as the
Grantee is the holder of the Shares, or any portion thereof, he shall be
entitled to receive all dividends declared on and to vote the Shares and to all
other rights of a shareholder with respect thereto.

    


    
      
         


      

      
        D-3

        
          

        

      

      
         


      

    

     

     (f)               Permitted Transfers.
Notwithstanding any provisions in this Section 5 to the contrary, the
Grantee may transfer Shares subject to this Agreement to his or her parents,
spouse, children, or grandchildren, or a trust for the benefit of the Grantee or
any such transferee(s); provided, that such permitted transferee(s) shall hold
the Shares subject to all the provisions of this Agreement (all references to
the Grantee herein shall in such cases refer mutatis mutandis to the permitted
transferee, except in the case of clause (iv) of Section 5(a) wherein the
permitted transfer shall be deemed to be rescinded); and provided further, that
notwithstanding any other provisions in this Agreement, a permitted transferee
may not, in turn, make permitted transfers without the written consent of the
Grantee and the Company.

    


    (g)               Release of Restrictions on
Shares. All rights and restrictions under this Section 5 shall
terminate five (5) years following the date upon which the Company receives the
full Price as set forth in Section 3, or when the Company's securities are
publicly traded, whichever occurs earlier.

    


    5.           Representations and
Warranties of the Grantee. This Agreement and the issuance and grant of
the Shares hereunder is made by the Company in reliance upon the express
representations and warranties of the Grantee, which by acceptance hereof the
Grantee confirms that:

    (a)               The
Shares granted to him pursuant to this Agreement are being acquired by him for
his own account, for investment purposes, and not with a view to, or for sale in
connection with, any distribution of the Shares. It is understood that the
Shares have not been registered under the Act by reason of a specific exemption
from the registration provisions of the Act which depends, among other things,
upon the bona fide nature of his representations as expressed
herein;

    


    (b)               The
Shares must be held by him indefinitely unless they are subsequently registered
under the Act and any applicable state securities laws, or an exemption from
such registration is available. The Company is under no obligation to register
the Shares or to make available any such exemption; and

    


    (c)               Grantee
further represents that Grantee has had access to the financial statements or
books and records of the Company, has had the opportunity to ask questions of
the Company concerning its business, operations and financial condition and to
obtain additional information reasonably necessary to verify the accuracy of
such information;

    


    (d)               Unless
and until the Shares represented by this Grant are registered under the
Securities Act, all certificates representing the Shares and any certificates
subsequently issued in substitution therefor and any certificate for any
securities issued pursuant to any stock split, share reclassification, stock
dividend or other similar capital event shall bear legends in substantially the
following form:

    


    
      
         


      

      
        D-4

        
          

        

      

      
         


      

    

     

    THESE
SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES
ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF
ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION
UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS
PURSUANT TO EXEMPTIONS THEREFROM.

     

    THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN
RESTRICTED STOCK PURCHASE AGREEMENT DATED ____________ BETWEEN THE COMPANY AND
THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO
REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.

     

    and/or
such other legend or legends as the Company and its counsel deem necessary or
appropriate. Appropriate stop transfer instructions with respect to the Shares
have been placed with the Company's transfer agent.

     

     (e)               Grantee
understands that he or she will recognize income, for Federal and state income
tax purposes, in an amount equal to the amount by which the fair market value of
the Shares, as of the date of Grant, exceeds the price paid by Grantee. The
acceptance of the Shares by Grantee shall constitute an agreement by Grantee to
report such income in accordance with then applicable law. Withholding for
federal or state income and employment tax purposes will be made, if and as
required by law, from Grantee's then current compensation, or, if such current
compensation is insufficient to satisfy withholding tax liability, the Company
may require Grantee to make a cash payment to cover such liability.

    


    7.           Stand-off Agreement.
Grantee agrees that, in connection with any registration of the Company's
securities under the Securities Act, and upon the request of the Company or any
underwriter managing an underwritten offering of the Company's securities,
Grantee shall not sell, short any sale of, loan, grant an option for, or
otherwise dispose of any of the Shares (other than Shares included in the
offering) without the prior written consent of the Company or such managing
underwriter, as applicable, for a period of at least one year following the
effective date of registration of such offering. This Section 8 shall
survive any termination of this Agreement.

    


    8.           Termination of
Agreement. This Agreement shall terminate on the occurrence of any one of
the following events: (a) written agreement of all parties to that effect; (b) a
proposed dissolution or liquidation of the Company, a merger or consolidation in
which the Company is not the surviving entity, or a sale of all or substantially
all of the assets of the Company; (c) the closing of any public offering of
common stock of the Company pursuant to an effective registration statement
under the Act; or (d) dissolution, bankruptcy, or insolvency of the
Company.

    


    9.           Agreement Subject to Plan;
Applicable Law. This Grant is made pursuant to the Plan and shall be
interpreted to comply therewith. A copy of such Plan is available to Grantee, at
no charge, at the principal office of the Company. Any provision of this
Agreement inconsistent with the Plan shall be considered void and replaced with
the applicable provision of the Plan. This Grant shall be governed by the laws
of the State of Delaware and subject to the exclusive jurisdiction of the courts
therein.

    


    
      
         


      

      
        D-5

        
          

        

      

      
         


      

    

     

    10.           Miscellaneous.

    


    (a)               Notices. Any notice
required to be given pursuant to this Agreement or the Plan shall be in writing
and shall be deemed to have been duly delivered upon receipt or, in the case of
notices by the Company, five (5) days after deposit in the U.S. mail, postage
prepaid, addressed to Grantee at the last address provided by Grantee for use in
the Company's records.

    


    (b)               Entire Agreement. This
instrument constitutes the sole agreement of the parties hereto with respect to
the Shares. Any prior agreements, promises or representations concerning the
Shares not included or reference herein shall be of no force or effect. This
Agreement shall be binding on, and shall inure to the benefit of, the Parties
hereto and their respective transferees, heirs, legal representatives,
successors, and assigns.

    


    (c)               Enforcement. This
Agreement shall be construed in accordance with, and governed by, the laws of
the State of Delaware and subject to the exclusive jurisdiction of the courts
located in the State of Delaware. If Grantee attempts to transfer any of the
Shares subject to this Agreement, or any interest in them in violation of the
terms of this Agreement, the Company may apply to any court for an injunctive
order prohibiting such proposed transaction, and the Company may institute and
maintain proceedings against Grantee to compel specific performance of this
Agreement without the necessity of proving the existence or extent of any
damages to the Company. Any such attempted transaction shares in violation of
this Agreement shall be null and void.

    


    (d)               Validity of
Agreement. The provisions of this Agreement may be waived, altered,
amended, or repealed, in whole or in part, only on the written consent of all
parties hereto. It is intended that each Section of this Agreement shall be
viewed as separate and divisible, and in the event that any Section shall
be held to be invalid, the remaining Sections shall continue to be in full force
and effect.

    


    IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first above written.

     

    
      	
                                          

            	
              COMPANY:

            	
              COROWARE, INC., 

              a
      Delaware corporation

            
	 	 	 
	 
      	 
      	
              By:

            	 
      
	 
      	 
      	
              Name:

            	 
      
	 
      	 
      	
              Title:

            	 
      
	 
      	
              OPTIONEE:

            	 
      	 
      
	 
      	 
      	
              By:

            	 
      
	 
      	 
      	 
      	
              (signature)

            
	 
      	 
      	
              Name:

            	 
      


    

     

     

    
      
         


      

      
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