Form of Stock Option Agreement under the XoopIT Plan



 Exhibit 4.2 
 XOOPIT, INC. 
 2006 STOCK PLAN 
 NOTICE OF STOCK OPTION GRANT 
 «Optionee» 

			
	                                         
         
	  	
	      
	  	

 You have been granted an option to purchase Common Stock of XoopIT, Inc., a Delaware corporation
(the “Company”), as follows: 
  

			
	Date of Grant:	  	«GrantDate»
		
	Exercise Price Per Share:	  	$«ExericePrice»
		
	Total Number of Shares:	  	«NoOfShares»
		
	Total Exercise Price:	  	$«TotalExercisePrice»
		
	Type of Option:	  	«NoofShares» Shares Incentive Stock Option
		
	Expiration Date:	  	«ExpirDate»
		
	Vesting Commencement Date:	  	«VestingCommenceDate»
		
	Vesting/Exercise Schedule:	  	So long as your Continuous Service Status does not terminate, the Shares underlying this Option shall vest and become exercisable in accordance with the following schedule: 25% of the Total
Number of Shares shall vest and become exercisable on the first anniversary of the Vesting Commencement Date and  1/48th of the Total Number of Shares shall vest and become exercisable each month thereafter.
		
	Termination Period:	  	You may exercise this Option for three (3) months after termination of your Continuous Service Status except as set out in Section 5 of the Stock Option Agreement (but in no event later
than the Expiration Date). You are responsible for keeping track of these exercise periods following the termination of your Continuous Service Status for any reason. The Company will not provide further notice of such periods.
		
	Transferability:	  	You may not transfer this Option.








 By your signature and the signature of the Company’s representative below, you and the Company agree
that this Option is granted under and governed by the terms and conditions of the XoopIT, Inc. 2006 Stock Plan and the Stock Option Agreement, both of which are attached to and made a part of this document. 
 In addition, you agree and acknowledge that your rights to any Shares underlying this Option will be earned only as you provide services to the Company
over time, that the grant of this Option is not as consideration for services you rendered to the Company prior to your date of hire, and that nothing in this Notice or the attached documents confers upon you any right to continue your employment or
consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or without cause. Also, to the extent
applicable, the Exercise Price Per Share has been set in good faith compliance with the applicable guidance issued by the IRS under Section 409A of the Code. However, there is no guarantee that the IRS will agree with the valuation, and by
signing below, you agree and acknowledge that the Company shall not be held liable for any applicable costs, taxes, or penalties associated with this Option if, in fact, the IRS were to determine that this Option constitutes deferred compensation
under Section 409A of the Code. You should consult with your own tax advisor concerning the tax consequences of such a determination by the IRS. 
  

			
	THE COMPANY:
	
	XOOPIT, INC.
		
	By:	 	  

		 	(Signature)
		
	Name:	 	  

	Title:	 	  

	
	OPTIONEE:
	
	«OPTIONEE»
	
	      



  

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 XOOPIT, INC. 
 2006 STOCK PLAN 
 STOCK OPTION AGREEMENT 
 1. Grant of Option. XoopIT, Inc., a Delaware corporation (the “Company”), hereby grants to «Optionee»
(“Optionee”), an option (the “Option”) to purchase the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Stock Option Grant (the “Notice”), at the
exercise price per Share set forth in the Notice (the “Exercise Price”) subject to the terms, definitions and provisions of the XoopIT, Inc. 2006 Stock Plan (the “Plan”) adopted by the Company, which is incorporated
in this Agreement by reference. Unless otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings defined in the Plan. 
 2. Designation of Option. This Option is intended to be an Incentive Stock Option as defined in Section 422 of the Code only to the extent so designated in the Notice, and to the extent it is not so
designated or to the extent this Option does not qualify as an Incentive Stock Option, it is intended to be a Nonstatutory Stock Option. 
 Notwithstanding the above, if designated as an Incentive Stock Option, in the event that the Shares subject to this Option (and all other Incentive Stock Options granted to Optionee by the Company or any Parent or Subsidiary, including
under other plans of the Company) that first become exercisable in any calendar year have an aggregate fair market value (determined for each Share as of the date of grant of the option covering such Share) in excess of $100,000, the Shares in
excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option, in accordance with Section 5(c) of the Plan. 
 3.
Exercise of Option. This Option shall be exercisable during its term in accordance with the Vesting/Exercise Schedule set out in the Notice and with the provisions of Section 10 of the Plan as follows: 
 (a) Right to Exercise. 
 (i)
This Option may not be exercised for a fraction of a share. 
 (ii) In the event of Optionee’s death, Disability or other termination
of Continuous Service Status, the exercisability of this Option is governed by Section 5 below, subject to the limitations contained in this Section 3. 
 (iii) In no event may this Option be exercised after the Expiration Date set forth in the Notice. 
 (b)
Method of Exercise. 
 (i) This Option shall be exercisable by execution and delivery of the Exercise Agreement attached
hereto as Exhibit A or of any other form of written notice approved 








 
for such purpose by the Company which shall state Optionee’s election to exercise this Option, the number of Shares in respect of which this Option is
being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by
Optionee and shall be delivered to the Company by such means as are determined by the Plan Administrator in its discretion to constitute adequate delivery. The written notice shall be accompanied by payment of the aggregate Exercise Price for the
purchased Shares. 
 (ii) As a condition to the exercise of this Option and as further set forth in Section 12 of the Plan, Optionee
agrees to make adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the grant, vesting or exercise of this Option, or disposition of Shares, whether by withholding, direct payment to the Company, or
otherwise. 
 (iii) The Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of
this Option unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. This Option may not be exercised until such time as the Plan has been approved
by the holders of capital stock of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any Applicable Laws, including any applicable U.S. federal
or state securities laws or any other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the exercise of this Option, the
Company may require Optionee to make any representation and warranty to the Company as may be required by the Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Optionee on the date on
which this Option is exercised with respect to such Shares. 
 (iv) Subject to compliance with Applicable Laws, this Option shall be deemed
to be exercised upon receipt by the Company of the appropriate written notice of exercise accompanied by the Exercise Price and the satisfaction of any applicable withholding obligations. 
 4. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination of the following, at the election of
Optionee: 
 (a) cash or check; 
 (b) cancellation of indebtedness; 
 (c) at the discretion of the Plan Administrator on a case by case basis, by surrender of other
shares of Common Stock of the Company (either directly or by stock attestation) that Optionee previously acquired and that have an aggregate Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which
this Option is being exercised; or 
 (d) at the discretion of the Plan Administrator on a case by case basis, by Cashless Exercise.

  

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 5. Termination of Relationship. Following the date of termination of Optionee’s
Continuous Service Status for any reason (the “Termination Date”), Optionee may exercise this Option only as set forth in the Notice and this Section 5. If Optionee does not exercise this Option within the Termination Period
set forth in the Notice or the termination periods set forth below, this Option shall terminate in its entirety. In no event, may any Option be exercised after the Expiration Date of this Option as set forth in the Notice. 
 (a) Termination. In the event of termination of Optionee’s Continuous Service Status other than as a result of Optionee’s
Disability or death, Optionee may, to the extent Optionee is vested in the Option Shares, exercise this Option during the Termination Period set forth in the Notice. 
 (b) Other Terminations. In connection with any termination other than a termination covered by Section 5(a), Optionee may exercise this Option only as described below: 
 (i) Termination upon Disability of Optionee. In the event of termination of Optionee’s Continuous Service Status as a result of
Optionee’s Disability, Optionee may, but only within twelve (12) months following the date of such termination (the “Termination Date”), exercise this Option to the extent Optionee is vested in the Option Shares. 
 (ii) Death of Optionee. In the event of termination of Optionee’s Continuous Service Status as a result of Optionee’s death, or
in the event of Optionee’s death within three (3) months following Optionee’s Termination Date, this Option may be exercised at any time within twelve (12) months following the date of death (or, if earlier, the date
Optionee’s Continuous Service Status terminated) by Optionee’s estate or by a person who acquired the right to exercise this Option by bequest or inheritance, but only to the extent Optionee is vested in this Option. 
 (iii) Termination for Cause. In the event of termination of Optionee’s Continuous Service Status for Cause, this Option (including
any vested portion thereof) shall immediately terminate in its entirety upon first notification to Optionee of such termination for Cause. If Optionee’s Continuous Service Status is suspended pending an investigation of whether Optionee’s
Continuous Service Status will be terminated for Cause, all Optionee’s rights under this Option, including the right to exercise this Option, shall be suspended during the investigation period. 
 6. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by him or her. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee. 
 7. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or
the underwriters managing any underwritten offering of the Company’s securities, Optionee hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company
however and whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for 

  

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such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters
and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering. 
 8.
[RESERVED.] 
 9. Effect of Agreement. Optionee acknowledges receipt of a copy of the Plan and represents that he
or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and agrees to be bound by its contractual terms as set forth herein and in the Plan.
Optionee hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Plan Administrator regarding any questions relating to this Option. In the event of a conflict between the terms and provisions of the Plan
and the terms and provisions of the Notice and this Agreement, the Plan terms and provisions shall prevail. 
 10.
Miscellaneous. 
 (a) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights
and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 
 (b) Entire Agreement; Enforcement of Rights. This Agreement, together with the Notice of Stock Option Grant to which this Agreement is
attached and the Plan, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and therein and merges all prior discussions between the parties. Except as contemplated under the Plan, no modification of
or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be
construed as a waiver of any rights of such party. 
 (c) Severability. If one or more provisions of this Agreement are held to
be unenforceable under Applicable Laws, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall
be excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms. 
 (d) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered
personally or sent by telegram or fax or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party’s address as set forth
below or as subsequently modified by written notice. 
 (e) Counterparts. This Option may be executed in two or more
counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. 
  

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 (f) Successors and Assigns. The rights and benefits of this Agreement shall inure to the
benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Optionee under this Agreement may not be assigned without the prior written consent of the Company. 
 [Signature Page Follows] 
  

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 IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed by their officers
thereunto duly authorized, effective as of the Date of Grant set forth in the accompanying Notice of Stock Option Grant. 
  

			
	THE COMPANY:
	
	XOOPIT, INC.
		
	By:	 	  

		 	(Signature)
		
	Name:	 	  

	Title:	 	  

	
	OPTIONEE:
	
	«OPTIONEE»
	
	      



  

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 EXHIBIT A 
 XOOPIT, INC. 
 2006 STOCK PLAN 
 EXERCISE AGREEMENT 
 This Exercise Agreement (this
“Agreement”) is made as of                             , by and between XoopIT, Inc., a
Delaware corporation (the “Company”), and «Optionee» (“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the
Company’s 2006 Stock Plan (the “Plan”). 
 1. Exercise of Option. Subject to the terms and conditions
hereof, Purchaser hereby elects to exercise his or her option to purchase                              shares
of the Common Stock (the “Shares”) of the Company under and pursuant to the Plan and the Stock Option Agreement granted «GrantDate» (the “Option Agreement”). The purchase price for the Shares shall be
$«ExericePrice» per Share for a total purchase price of $            . The term “Shares” refers to the purchased Shares and all securities received as stock
dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other property to which Purchaser is entitled by
reason of Purchaser’s ownership of the Shares. 
 2. Time and Place of Exercise. The purchase and sale of the Shares under
this Agreement shall occur at the principal office of the Company simultaneously with the execution and delivery of this Agreement, the payment of the aggregate exercise price by any method listed in Section 4 of the Option Agreement, and the
satisfaction of any applicable tax withholding obligations, all in accordance with the provisions of Section 3(b) of the Option Agreement. The Company shall issue the Shares to Purchaser by entering such Shares in Purchaser’s name as of
such date in the books and records of the Company or, if applicable, a duly authorized transfer agent of the Company, against payment of the exercise price therefor by Purchaser. If applicable, the Company will deliver to Purchaser a certificate
representing the Shares as soon as practicable following such date. 
 3. Limitations on Transfer. In addition to any other
limitation on transfer created by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and applicable securities laws. 
 (a) Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes referred to herein
as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth
in this Section 3(a) (the “Right of First Refusal”). 
 (i) Notice of Proposed Transfer. The Holder of
the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or 








 
other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the
terms and conditions of each proposed sale or transfer. The Holder shall offer the Shares at the same price (the “Purchase Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its
assignee(s). 
 (ii) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice,
the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the Purchase Price. If the
Purchase Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board in good faith. 
 (iii) Payment. Payment of the Purchase Price shall be made, at the election of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness, or
by any combination thereof within sixty (60) days after receipt of the Notice or in the manner and at the times set forth in the Notice. 
 (iv) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 3(a),
then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Purchase Price or at a higher price, provided that such sale or other transfer is consummated within one hundred twenty (120) days after the date of
the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 3 shall continue to apply to
the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make them more favorable to
the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 
 (v) Exception for Certain Family Transfers. Anything to the contrary contained in this Section 3(a) notwithstanding, and provided
that such transfer complies with applicable securities laws, the transfer of any or all of the Shares during Purchaser’s lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family or a trust for the benefit
of Purchaser’s Immediate Family shall be exempt from the provisions of this Section 3(a). “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such
case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 3, and there shall be no further transfer of such Shares except in accordance with the terms of this
Section 3. 
 (b) Company’s Right to Purchase upon Involuntary Transfer. In the event of any transfer by operation of
law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section 3(a)(v) above) of all or a portion of the Shares by the record holder thereof, the Company shall have an option
to purchase all of the Shares transferred at the greater of the purchase price paid by Purchaser pursuant to this Agreement or the Fair Market Value of the Shares on the date of transfer (as 

  

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determined by the Board). Upon such a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The
right to purchase such Shares shall be provided to the Company for a period of thirty (30) days following receipt by the Company of written notice by the person acquiring the Shares. 
 (c) Assignment. The right of the Company to purchase any part of the Shares may be assigned in whole or in part to any holder or holders of
capital stock of the Company or other persons or organizations. 
 (d) Restrictions Binding on Transferees. All transferees of
Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this Agreement. Any sale or transfer of the Company’s Shares shall be void unless the provisions of this Agreement are satisfied.

 (e) Termination of Rights. The right of first refusal granted the Company by Section 3(a) above and the option to
repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(b) above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and
declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first refusal described in Section 3(a) above the Company will
remove any stop-transfer notices referred to in Section 5(b) below and related to the restrictions in this Section 3 and, if certificates are issued, a new certificate or certificates representing the Shares not repurchased shall be
issued, on request, without the legend referred to in Section 5(a)(ii) below and delivered to Purchaser. 
 4. Investment and
Taxation Representations. In connection with the purchase of the Shares, Purchaser represents to the Company the following: 
 (a)
Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing these
securities for investment for his or her own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or under any applicable provision of state law.
Purchaser does not have any present intention to transfer the Shares to any person or entity. 
 (b) Purchaser understands that the Shares
have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. 
 (c) Purchaser further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under the
Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to register the securities. Purchaser understands that the certificate(s) evidencing the
securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel for the Company. 
  

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 (d) Purchaser is familiar with the provisions of Rules 144 and 701, each promulgated under the
Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the
satisfaction of certain conditions. Purchaser understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144 or Rule 701, which rules require, among other things, that
the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held the Shares for certain specified time periods, and under
certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Purchaser acknowledges and agrees to the restrictions set forth in paragraph
(e) below. 
 (e) Purchaser further understands that in the event all of the applicable requirements of Rule 144 or 701 are not
satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities
and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 or 701 will have a substantial burden of proof in
establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. 
 (f) Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares.
Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice. 
 5. Restrictive Legends and Stop-Transfer Orders. 
 (a) Legends. The certificate or certificates representing the Shares shall bear the following legends (as well as any legends required by applicable state and federal corporate and securities laws):

  

	 	(i)	THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION
WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT
OF 1933. 

  

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	 	(ii)	THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER, A COPY OF WHICH IS ON FILE WITH
THE SECRETARY OF THE COMPANY. 

 (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance
with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same
effect in its own records. 
 (c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any
Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom
such Shares shall have been so transferred. 
 6. No Employment Rights. Nothing in this Agreement shall affect in any manner
whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser’s employment or consulting relationship, for any reason, with or without cause. 
 7. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the
Company or the underwriters managing any underwritten offering of the Company’s securities, Purchaser agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company
however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from
the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering.

 8. Miscellaneous. 
 (a) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law. 
 (b) Entire Agreement; Enforcement of Rights. This
Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under
this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party. 
  

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 (c) Severability. If one or more provisions of this Agreement are held to be unenforceable
under Applicable Laws, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from
this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. 
 (d) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered
personally or sent by telegram or fax or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party’s address as set forth
below or as subsequently modified by written notice. 
 (e) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. 
 (f) Successors
and Assigns. The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Purchaser under this Agreement may only be assigned with the
prior written consent of the Company. 
 (g) California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE
SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS
UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED,
UNLESS THE SALE IS SO EXEMPT. 
 [Signature Page Follows] 
  


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 The parties have executed this Exercise Agreement as of the date first set forth above. 
  

			
	THE COMPANY:
	
	XOOPIT, INC.
		
	By:	 	  

		 	(Signature)
	Name:	 	  

	Title:	 	  

	
	Address:
	 2711 18th St., Suite 21
 San Francisco, CA
94110

	
	PURCHASER:
	
	«OPTIONEE»
	
	  

	
	Address:
	  

	  



  

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 I,
                            , spouse of «Optionee», have read and hereby approve the foregoing
Agreement. In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further agree that any community property or other such
interest shall hereby by similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. 
  

	
	  

	Spouse of «Optionee» (if applicable)


  

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