TigerLogic Corporation 2009 Equity Incentive Plan



 Exhibit 10.1 
 TIGERLOGIC CORPORATION 
 2009 EQUITY INCENTIVE PLAN 
 SECTION 1 
 BACKGROUND AND PURPOSE 

1.1 Background. The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, and Restricted Stock. 
 1.2 Purpose of the Plan. The Plan is intended to attract, motivate, and retain (a) employees of the Company and any Parent or
Subsidiaries, (b) consultants who provide significant services to the Company and any Parent or Subsidiaries, and (c) directors of the Company who are employees of neither the Company nor any Parent or Subsidiary. The Plan also is designed
to encourage stock ownership by Participants, thereby aligning their interests with those of the Company’s stockholders. 
 SECTION 2

 DEFINITIONS 
 The following
words and phrases shall have the following meanings unless a different meaning is plainly required by the context: 
 2.1
“Administrator” means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 3 of the Plan. 
 2.2 “Applicable Laws” means the requirements relating to the administration of equity compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock
exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan. 
 2.3 “Award” means, individually or collectively, a grant under the Plan of Incentive Stock Options, Nonqualified Stock Options, or
Restricted Stock. 
 2.4 “Award Agreement” means the written agreement setting forth the terms and conditions applicable to
each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan. 
 2.5 “Board” or
“Board of Directors” means the Board of Directors of the Company. 
 2.6 “Code” means the Internal Revenue
Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or
regulation amending, supplementing or superseding such section or regulation. 
 2.7 “Committee” means a committee of
Directors appointed by the Board in accordance with Section 3.1 of the Plan to administer the Plan. 
 2.8 “Common
Stock” means the common stock of the Company, $0.10 par value. 
 2.9 “Company” means TigerLogic Corporation, a
Delaware corporation, or any successor thereto. 
  

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 2.10 “Consultant” any person who is engaged by the Company or any Parent or Subsidiary
to render consulting or advisory services to such entity, but who is neither an Employee nor a Director. 
 2.11 “Director”
means any individual who is a member of the Board of Directors of the Company. 
 2.12 “Disability” means a permanent
disability as defined in Section 22(e)(3) of the Code, provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with
uniform and non-discriminatory standards adopted by the Administrator from time to time. 
 2.13 “Employee” means any person
employed by the Company or any Parent or Subsidiary, whether such employee is so employed at the time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan. A person shall not cease to be an Employee in the case of
(i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, any Parent or Subsidiary, or any successor. For purposes of Incentive Stock Options, no such leave may exceed
ninety days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 181st day of such leave any Incentive
Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonqualified Stock Option. Neither service as a Director nor payment of a director’s fee by the Company shall
be sufficient to constitute “employment” by the Company. 
 2.14 “Exchange Act” means the Securities Exchange Act
of 1934, as amended. Reference to a specific section of the Exchange Act or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation
or regulation amending, supplementing or superseding such section or regulation. 
 2.15 “Exchange Program” means a program
established by the Administrator under which outstanding Awards are amended to provide for a lower Exercise Price or surrendered or cancelled in exchange for (a) Awards with a lower Exercise Price, (b) a different type of Award,
(c) cash, or (d) a combination of (a), (b) and/or (c). Notwithstanding the preceding, the term Exchange Program does not include any (i) program under which an outstanding Award is surrendered or cancelled in exchange for a
different type of Award and/or cash having a total value equal to or less than the value of the surrendered or cancelled Award, (ii) action described in Section 4.4, nor (iii) transfer or other disposition permitted under
Section 7.7. 
 2.16 “Exercise Price” means the price at which a Share may be purchased by a Participant pursuant to
the exercise of an Option. 
 2.17 “Fair Market Value” means, as of any date, the value of Common Stock determined as
follows: 
 (a) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the
Nasdaq Global Select Market, Nasdaq Global Market, or Nasdaq Capital Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of
determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable. If there were no reported sales of the Common Stock on such exchange or system on said date, then its Fair Market Value shall be the
closing sales price for such stock as quoted on such exchange or system on the immediately preceding trading day, as reported in The Wall Street Journal or such other source as the Administrator deems reliable. 
 (b) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of
Common Stock shall be the mean of the closing bid and asked prices for the Common Stock on the last trading day immediately prior to the relevant date, as reported on The Wall Street Journal or such other source as the Administrator deems reliable;
provided however that the 

  

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Administrator may use other good faith methods to determine the Fair Market Value of a Share of Common Stock in the event that the Administrator determines
that such selling prices or bid and asked prices are not a reliable indicator of fair market value due to low or sporadic volume trading or comparable factors during the relevant period; or 
 (c) In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Administrator.

 2.18 “Fiscal Year” means the fiscal year of the Company. 
 2.19 “Grant Date” means, with respect to an Award, the date that the Award was granted. The Grant Date of an Award shall not be earlier
than the date the Award is approved by the Administrator. 
 2.20 “Incentive Stock Option” means an Option to purchase
Shares that is designated as an Incentive Stock Option and is intended to meet the requirements of Section 422 of the Code. 
 2.21
“Net-Exercise” means a procedure by which the Participant will be issued a number of Shares determined in accordance with a formula X = Y(A-B) / A, where: 
 X = the number of Shares to be issued to the Participant upon exercise of the Option; 
 Y = the total number of Shares with respect to which the Participant has elected to exercise the Option; 
 A = the Fair Market Value of one (1) Share; 
 B = the Exercise Price per Share. 
 2.22 “Nonqualified Stock Option” means an option to purchase Shares that is
not intended to be an Incentive Stock Option. 
 2.23 “Option” means an Incentive Stock Option or a Nonqualified Stock
Option. 
 2.24 “Parent” means a “parent corporation”, whether now or hereafter existing, as defined in
Section 424(e) of the Code. 
 2.25 “Participant” means an Employee, Consultant, or Director who has an
outstanding Award. 
 2.26 “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock
are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. As provided in Section 6, such restrictions may be based on the passage of time, the achievement of target levels of performance, or the
occurrence of other events as determined by the Administrator, in its discretion. 
 2.27 “Plan” means the TigerLogic
Corporation 2009 Equity Incentive Plan, as set forth in this instrument and as hereafter amended from time to time. 
 2.28
“Restricted Stock” means Shares issued pursuant to an Award granted to a Participant under Section 6 or issued pursuant to the early exercise of an Option. 
 2.29 “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, and any future regulation amending, supplementing or superseding
such regulation. 
 2.30 “Section 16 Person” means a person who, with respect to the Shares, is subject to
Section 16 of the Exchange Act. 
  

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 2.31 “Service Provider” means an Employee, Director or Consultant. 
 2.32 “Share” means a share of Common Stock of the Company, as adjusted in accordance with Section 4.4 of the Plan. 
 2.33 “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of
the Code. 
 2.34 “Termination of Service” means (a) in the case of an Employee, a cessation of the employee-employer
relationship between the Employee and the Company or any Parent or Subsidiary for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability, or the disaffiliation of a Parent or Subsidiary, but
excluding any such termination where there is a simultaneous reemployment by the Company or any Parent or Subsidiary; (b) in the case of a Consultant, a cessation of the service relationship between the Consultant and the Company or any Parent
or Subsidiary for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability, or the disaffiliation of a Parent or Subsidiary, but excluding any such termination where there is a simultaneous
re-engagement of the consultant by the Company or a Parent or Subsidiary; and (c) in the case of a Director, a cessation of the Director’s service on the Board for any reason, including, but not by way of limitation, a termination by
resignation, death, Disability, or non-reelection to the Board. 
 SECTION 3 
 ADMINISTRATION 
 3.1 Procedure. 
 3.1.1 Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer
the Plan. 
 3.1.2 Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3,
the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3. 
 3.1.3 Other Administration. Other than as provided above, the Plan shall be administered by (a) the Board or (b) a Committee, which Committee shall be constituted to satisfy Applicable Laws. 
 3.2 Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator shall have the authority, in its discretion: 
 3.2.1 to determine the Fair
Market Value of the Common Stock; 
 3.2.2 to select the Service Providers to whom Awards may be granted hereunder;

 3.2.3 to determine whether and to what extent Awards are granted hereunder; 
 3.2.4 to determine the number of Shares to be covered by each Award granted hereunder; 
 3.2.5 to approve forms of Award Agreement for use under the Plan; 
 3.2.6 to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and
conditions include, but are not limited to, the grant date, the exercise price, 

  

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the time or times when Awards may be exercised or earned (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture or
repurchase restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine; 
 3.2.7 to determine the terms and conditions of any, and to institute any Exchange Program; 
 3.2.8 to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan; 
 3.2.9 to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment under foreign tax laws; 
 3.2.10 to modify or amend
each Award (subject to the terms of the Plan), including but not limited to the discretionary authority to extend the post-termination exercisability period of Awards and to extend the maximum term of an Option (subject to Section 5.8.4
regarding Incentive Stock Options); 
 3.2.11 to authorize any person to execute on behalf of the Company any instrument
required to effect the grant of an Award previously granted by the Administrator; 
 3.2.12 to determine the terms and
restrictions applicable to Awards; 
 3.2.13 to allow a Participant to satisfy withholding tax obligations by electing to
have the Company withhold from the Shares to be issued upon exercise or vesting of an Award that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld
shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem
necessary or advisable; and 
 3.2.14 to make all other determinations deemed necessary or advisable for administering the
Plan. 
 3.3 Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will
be final and binding on all Participants and any other holders of Awards. 
 SECTION 4 
 SHARES SUBJECT TO THE PLAN 
 4.1 Number of Shares. Subject to adjustment as
provided in Section 4.4, the total number of Shares available for issuance under the Plan shall equal the sum of (a) 800,925, (b) any Shares that, as of January 11, 2009, have been reserved but not issued pursuant to any awards
granted under the Company’s 1999 Stock Plan and are not subject to any awards granted thereunder, and (c) any Shares subject to awards granted under the Company’s 1999 Stock Plan that otherwise would have been returned to the
Company’s 1999 Stock Plan on account of the expiration, cancellation or forfeiture of awards granted under such plan, with the maximum number of Shares to be added to the Plan pursuant to clauses (b) and (c) equal to 2,958,296 Shares.
The Shares may be authorized, but unissued, or reacquired Common Stock. 
 4.2 Automatic Share Reserve Increase. The number of Shares
available for issuance under the Plan will be increased on the last day of each Fiscal Year in an amount equal to the lesser of (a) 3% of the Company’s total outstanding Shares on the last day of such Fiscal Year, (b) 2,000,000
Shares, or (c) such lesser amount as determined in the sole and absolute discretion of the Board. 
  

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 4.3 Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised
in full, or is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock, is forfeited to or repurchased by the Company, the unpurchased Shares (or for Awards other than Options, the forfeited or repurchased Shares) which
were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available
for future distribution under the Plan; provided, however, that if unvested Shares of Restricted Stock are repurchased by the Company or are forfeited to the Company, such Shares will become available for future grant under the Plan. Shares used to
pay the tax and exercise price of an Award will not become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of
Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment provided in Section 4.4, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options shall equal the
aggregate Share number stated in Section 4.1, plus, to the extent allowable under Section 422 of the Code, any Shares that become available for issuance under the Plan under Sections 4.2 and 4.3. 
 4.4 Adjustments in Awards and Authorized Shares. In the event that any dividend or other distribution (whether in the form of cash, Shares,
other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change
in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and
class of Shares which may be delivered under the Plan, the number and class of Shares which may be added annually to the Shares reserved under the Plan, and the number, class, and price of Shares subject to outstanding Awards. Notwithstanding the
preceding, the number of Shares subject to any Award always shall be a whole number. 
 SECTION 5 
 STOCK OPTIONS 
 5.1 Grant of
Options. Subject to the terms and provisions of the Plan, Options may be granted to Employees, Directors and Consultants at any time and from time to time as determined by the Administrator in its sole discretion. The Administrator, in its
sole discretion, shall determine the number of Shares subject to each Option. The Administrator may grant Incentive Stock Options, Nonqualified Stock Options, or a combination thereof. 
 5.2 Award Agreement. Each Option shall be evidenced by an Award Agreement that shall specify the Exercise Price, the expiration date of the
Option, the number of Shares covered by the Option, any conditions to exercise the Option, and such other terms and conditions as the Administrator, in its discretion, shall determine. The Award Agreement shall also specify whether the Option is
intended to be an Incentive Stock Option or a Nonqualified Stock Option. 
 5.3 Exercise Price. Subject to the provisions of this
Section 5.3, the Exercise Price for each Option shall be determined by the Administrator in its sole discretion. 
 5.3.1 Nonqualified Stock Options. The Exercise Price of each Nonqualified Stock option shall be determined by the Administrator in its discretion but shall be not less than one hundred percent (100%) of the Fair Market Value of
a Share on the Grant Date. 
 5.3.2 Incentive Stock Options. In the case of an Incentive Stock Option, the Exercise
Price shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date; provided, however, that if on the Grant Date, the Employee (together with persons whose stock ownership is attributed to the Employee
pursuant to Section 424(d) of the Code) owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the Exercise Price shall be not less than one hundred and ten
percent (110%) of the Fair Market Value of a Share on the Grant Date. 
  

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 5.3.3 Substitute Options. Notwithstanding the provisions of Section 5.3.2, in
the event that the Company or a Subsidiary consummates a transaction described in Section 424(a) of the Code (e.g., the acquisition of property or stock from an unrelated corporation), persons who become Employees, Directors or Consultants on
account of such transaction may be granted Options in substitution for options granted by their former employer. If such substitute Options are granted, the Administrator, in its sole discretion and consistent with Section 424(a) of the Code,
may determine that such substitute Options shall have an exercise price less than one hundred percent (100%) of the Fair Market Value of the Shares on the Grant Date. 
 5.4 Expiration of Options.
 5.4.1 Expiration Dates. Each Option shall terminate no later than the first to occur of the following events: 
 (a) The date for termination of the Option set forth in the written Award Agreement; or 
 (b) The expiration of ten
(10) years from the Grant Date. 
 5.4.2 Administrator Discretion. Subject to the ten-year limits of
Sections 5.4.1, the Administrator, in its sole discretion, (a) shall provide in each Award Agreement when each Option expires and becomes unexercisable, and (b) may, after an Option is granted, extend the maximum term of the Option
(subject to Section 5.8.4 regarding Incentive Stock Options). 
 5.5 Exercisability of Options. Options granted under the
Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Administrator shall determine in its sole discretion. After an Option is granted, the Administrator, in its sole discretion, may accelerate the
exercisability of the Option. 
 5.6 Exercise of Option.
 5.6.1 Payment. Options shall be exercised by the Participant giving notice and following such procedures as the Company (or its
designee) may specify from time to time. Exercise of an Option also requires that the Participant make arrangements satisfactory to the Company for full payment of the Exercise Price for the Shares. All exercise notices shall be given in the form
and manner specified by the Company from time to time. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator
shall determine the acceptable form of consideration at the time of grant. Subject to Applicable Laws, such consideration may consist entirely of: 
 (a) cash; 
 (b) check; 
 (c) other Shares which (A) in the case of Shares acquired upon exercise of an option, have been owned by the Participant for more
than six (6) months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised; 
 (d) consideration received through a broker-dealer sale and remittance procedure pursuant to which the Participant (i) shall provide
written instructions to a Company designated brokerage firm to effect the immediate sale of some or all 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 and (ii) shall provide written directives to the Company to deliver the certificates for the purchased Shares directly to such brokerage firm in order to complete the sale transaction;

  

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 (e) consideration received through a Net-Exercise; or 
 (f) any combination of the foregoing methods of payment. 
 As soon as practicable after receipt of a notification of exercise satisfactory to the Company and full payment for the Shares purchased,
the Company shall deliver to the Participant (or the Participant’s designated broker), Share certificates (which may be in book entry form) representing such Shares. 
 5.6.2 Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the
Participant’s death or Disability, the Participant may exercise his or her Option, but only within such period of time as is specified in the Award Agreement, and only to the extent that the Option is vested on the date of termination (but in
no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for three (3) months following the
Participant’s termination. If, on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Participant
does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 
 5.6.3 Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s
Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement, to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of
such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for twelve (12) months following the Participant’s termination. If, on the date of
termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Participant does not exercise his or her Option within the time
specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 
 5.6.4
Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised within such period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set
forth in the Award Agreement), by the Participant’s estate or by a person who acquires the right to exercise the Option by bequest or inheritance, but only to the extent that the Option is vested on the date of death. In the absence of a
specified time in the Award Agreement, the Option shall remain exercisable for twelve (12) months following the Participant’s termination. If, at the time of death, the Participant is not vested as to his or her entire Option, the Shares
covered by the unvested portion of the Option shall immediately revert to the Plan. The Option may be exercised by the executor or administrator of the Participant’s estate or, if none, by the person(s) entitled to exercise the Option under the
Participant’s will or the laws of descent or distribution. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 
 5.7 Restrictions on Share Transferability. The Administrator may impose such restrictions on any Shares acquired pursuant to the exercise of
an Option as it may deem advisable, including, but not limited to, restrictions related to applicable federal securities laws, the requirements of any national securities exchange or system upon which Shares are then listed or traded, or any blue
sky or state securities laws. 
 5.8 Certain Additional Provisions for Incentive Stock Options.
 5.8.1 Exercisability. The aggregate Fair Market Value (determined on the Grant Date(s)) of the Shares with respect to which
Incentive Stock Options are exercisable for the first time by any Employee during any calendar year (under all plans of the Company and any Parent or Subsidiary) shall not exceed $100,000. 
  

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 5.8.2 Termination of Service. No Incentive Stock Option may be exercised more than
three (3) months after the Participant’s Termination of Service for any reason other than Disability or death, unless (a) the Participant dies during such three-month period, and/or (b) the Award Agreement or the Administrator
permits later exercise (in which case the Option instead may be deemed to be a Nonqualified Stock Option). No Incentive Stock Option may be exercised more than one (1) year after the Participant’s Termination of Service on account of
Disability, unless (a) the Participant dies during such one-year period, and/or (b) the Award Agreement or the Administrator permit later exercise (in which case the option instead may be deemed to be a Nonqualified Stock Option).

 5.8.3 Employees Only. Incentive Stock Options may be granted only to persons who are Employees on the Grant Date.

 5.8.4 Expiration. No Incentive Stock Option may be exercised after the expiration of ten (10) years from the
Grant Date; provided, however, that if the Option is granted to an Employee who, together with persons whose stock ownership is attributed to the Employee pursuant to Section 424(d) of the Code, owns stock possessing more than 10% of the total
combined voting power of all classes of the stock of the Company or any Parent or Subsidiary, the Option may not be exercised after the expiration of five (5) years from the Grant Date. 
 SECTION 6 
 RESTRICTED STOCK 
 6.1 Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may
grant Shares of Restricted Stock to Employees, Directors and Consultants as the Administrator, in its sole discretion, shall determine. The Administrator, in its sole discretion, shall determine the number of Shares to be granted to each
Participant. 
 6.2 Restricted Stock Agreement. Each Award of Restricted Stock shall be evidenced by an Award Agreement that
shall specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, shall determine. Unless the Administrator determines otherwise, Shares of Restricted Stock shall
be held by the Company as escrow agent until the restrictions on such Shares have lapsed. 
 6.3 Other Restrictions. The
Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate, in accordance with this Section 6.3. 
 6.3.1 General Restrictions. The Administrator may set restrictions based upon continued employment or service with the Company and
its affiliates, the achievement of specific performance objectives (Company-wide, departmental, or individual), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. 
 6.3.2 Legend on Certificates. The Administrator, in its discretion, may legend the certificates representing Restricted Stock to
give appropriate notice of such restrictions. 
 6.4 Removal of Restrictions. Except as otherwise provided in this
Section 6, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan shall be released from escrow as soon as practicable after the last day of the Period of Restriction. The Administrator, in its discretion, may
accelerate the time at which any restrictions shall lapse or be removed. After the restrictions have lapsed, the Participant shall be entitled to have any legend or legends under Section 6.3.2 removed from his or her Share certificate, and the
Shares shall be freely transferable by the Participant. The Administrator (in its discretion) may establish procedures regarding the release of Shares from escrow and the removal of legends, as necessary or appropriate to minimize administrative
burdens on the Company 
  

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 6.5 Voting Rights. During the Period of Restriction, Participants holding Shares of
Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. 
 6.6 Dividends and Other Distributions. During the Period of Restriction, Participants holding Shares of Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to such Shares unless
otherwise provided in the Award Agreement. Any such dividends or distribution shall be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid, unless otherwise
provided in the Award Agreement. 
 6.7 Return of Restricted Stock to the Company. On the date set forth in the Award Agreement,
the Restricted Stock for which restrictions have not lapsed shall revert to the Company and again shall become available for grant under the Plan. 
 SECTION 7 
 MISCELLANEOUS 
 7.1 Compliance With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Code such that the
grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A of the Code, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Award
Agreement under the Plan is intended to meet the requirements of Section 409A of the Code and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator.

 7.2 No Effect on Employment or Service. Nothing in the Plan or any Award shall interfere with or limit in any way the right of
the Company to terminate any Participant’s employment or service at any time, with or without cause. For purposes of the Plan, transfer of employment or service of a Participant between the Company and any Parent or Subsidiary (or between
Subsidiaries) shall not be deemed a Termination of Service. Employment with the Company and any Parent or Subsidiary is on an at-will basis only. 
 7.3 Participation. No Employee, Director or Consultant shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award. 
 7.4 Indemnification. Each person who is or shall have been a member of the Administrator, or of the Board, shall be indemnified and held
harmless by the Company against and from (a) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may
be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any Award Agreement, and (b) from any and all amounts paid by him or her in settlement thereof, with the Company’s approval,
or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she
undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of
Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless. 
 7.5 Successors. All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company. 
  

 10 








 7.6 Beneficiary Designations. If permitted by the Administrator, a Participant under the Plan
may name a beneficiary or beneficiaries to whom any vested but unpaid Award shall be paid in the event of the Participant’s death. Each such designation shall revoke all prior designations by the Participant and shall be effective only if given
in a form and manner acceptable to the Administrator. In the absence of any such designation, any vested benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate and, subject to the terms of the Plan
and of the applicable Award Agreement, any unexercised vested Award may be exercised by the administrator or executor of the Participant’s estate. 
 7.7 Limited Transferability of Awards. No Award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and
distribution, or to the limited extent provided in Section 7.6. All rights with respect to an Award granted to a Participant shall be available during his or her lifetime only to the Participant. Notwithstanding the foregoing, in the case of
Nonqualified Stock Options or Shares of Restricted Stock, a Participant may, if the Administrator (in its discretion) so permits, transfer all or part of the Option or Restricted Stock to family members (within the meaning of the general
instructions to Form S-8 under the Securities Act of 1933, or any successor thereto) through gifts or domestic relations orders, as permitted by the general instructions to Form S-8 under the Securities Act of 1933, or by instrument to an inter
vivos or testamentary trust in which such Option or Shares of Restricted Stock are to be passed to beneficiaries upon the death of the Participant; provided that such Option or Shares of Restricted Stock shall remain subject to all of the terms and
conditions of the Plan and the Award Agreement, including but not limited to the any termination provisions hereof. Subject to the foregoing, all transfers or assignments or attempted transfers or assignments of any Option, Shares of Restricted
Stock or Award Agreement shall be void ab initio. 
 7.8 No Rights as Stockholder. Except to the limited extent provided in
Sections 6.5 and 6.6, no Participant (nor any beneficiary) shall have any of the rights or privileges of a stockholder of the Company with respect to any Shares issuable pursuant to an Award (or exercise thereof), unless and until certificates
representing such Shares shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Participant (or beneficiary). 
 7.9 Conditions Upon Issuance of Shares. 
 7.9.1 Legal Compliance. Shares will not be issued pursuant to the exercise or settlement of an Award unless the exercise or settlement of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and
will be further subject to the approval of counsel for the Company with respect to such compliance. 
 7.9.2 Investment
Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without
any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required. 
 7.10 Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained. 
 7.11 Lock-Up Restrictions. In connection with any underwritten public offering of stock or other securities made by the Company pursuant to an
effective registration statement filed under applicable federal securities acts, the Participant shall fully comply with and cooperate with the Company and any managing underwriter in connection with any stock “lock-up” or
“standstill” agreements or similar restrictions on the offer or sale or contract to sell or other transfer or assignment or pledge or loan or other encumbrance of the Shares (including without limitation any of Shares issued or issuable
upon exercise of the Participant’s Options) generally applicable to similarly situated stockholders or optionholders of the Company. 
  

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 SECTION 8 
 AMENDMENT, TERMINATION, AND DURATION 
 8.1 Amendment, Suspension, or Termination. The Board, in
its sole discretion, may amend, suspend or terminate the Plan, or any part thereof, at any time and for any reason. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable
Laws. The amendment, suspension, or termination of the Plan shall not, without the consent of the Participant, impair any rights or obligations under any Award theretofore granted to such Participant. No Award may be granted during any period of
suspension or after termination of the Plan. 
 8.2 Duration of the Plan. Subject to Section 8.3 of the Plan, the Plan will
become effective upon its adoption by the Board. It will continue in effect for a term of ten (10) years from the date adopted by the Board, unless terminated earlier under Section 8.1 of the Plan. 
 8.3 Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date
the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws. 
 SECTION 9 
 TAX WITHHOLDING 
 9.1 Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof). 
 9.2 Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time,
may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (a) electing to have the Company withhold otherwise deliverable Shares, or (b) delivering to the Company already-owned Shares
having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld. 
 SECTION 10 
 LEGAL CONSTRUCTION 
 10.1 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural. 
 10.2 Severability. In the event any provision of
the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

 10.3 Requirements of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable
laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. 
 10.4
Securities Law Compliance. With respect to Section 16 Persons, transactions under this Plan are intended to qualify for the exemption provided by Rule 16b-3. To the extent any provision of the Plan, Award Agreement or action by the
Administrator fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable or appropriate by the Administrator. 
  

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 10.5 Governing Law. The Plan and all Award Agreements shall be construed in accordance with
and governed by the laws of the State of California (with the exception of its conflict of laws provisions). 
 10.6
Captions. Captions are provided herein for convenience only, and shall not serve as a basis for interpretation or construction of the Plan. 
 EXECUTION 
 IN WITNESS WHEREOF, the Company, by its duly authorized officer, has executed this Plan on the
date indicated below. 
  

									
		 		 	TIGERLOGIC CORPORATION
				
	Dated: February 25, 2009	 		 	By	 	/s/ Thomas Lim
		 		 		 		 	Title: Chief Financial Officer

  

 13 








 TIGERLOGIC CORPORATION 
 2009 EQUITY INCENTIVE PLAN 
 STOCK OPTION AGREEMENT 
 NOTICE OF GRANT OF STOCK OPTION 
 Unless otherwise
defined herein, the terms defined in the 2009 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Notice of Grant of Stock Option (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant,
attached hereto as Exhibit A (together, the “Agreement”). 
 [Participant’s Name and Address] 
 You have been granted an Option to purchase shares of Common Stock of the Company, subject to the terms and conditions of the Plan and this Agreement, as
follows: 
  

			
	Grant Number	 	  
		
	Grant Date	 	  
		
	Vesting Commencement Date	 	  
		
	Exercise Price per Share	 	$
		
	Total Number of Shares Granted	 	  
		
	Total Exercise Price	 	$
		
	Type of Option:	 	         Incentive Stock Option
		
		 	         Nonstatutory Stock Option
		
	Term/Expiration Date:	 	  

 Vesting Schedule: 
 Subject to the Participant being a Service Provider on the following dates and other limitations set forth in the Plan and the Agreement, the Option may
be exercised, in whole or in part, in accordance with the following schedule: 
 (a) The Participant shall have no right to
exercise any part of the Option at any time prior to the expiration of the one (1) year from the Vesting Commencement Date; 
 (b) The Option shall become exercisable with respect to Twenty-Five Percent (25%) of the Shares upon the expiration of one (1) year from the Vesting Commencement Date; and 
 (c) The Option thereafter shall become exercisable with respect to an additional One Forty-Eighth (l/48th) of the Option on each monthly
anniversary of the Vesting Commencement Date. 
  

 14 








 Termination Period: 
 If the Participant ceases to be a Service Provider other than due to his or her death or Disability, he or she may, but only within ninety (90) days from the date the Participant ceases to be a Service Provider,
exercise this Option to the extent that the Participant was entitled to exercise it as of the date of such cessation. To the extent he or she was not entitled to exercise this Option as of the date of such cessation, or if he or she does not
exercise the Option within the time specified herein, the Option shall terminate. 
 If the Participant ceases to be a Service Provider as a
result of his or her Disability, he or she may, but only within one (1) year from the date the Participant ceases to be a Service Provider, exercise this Option to the extent the Participant was entitled to exercise it at the date of cessation.
To the extent that he or she was not entitled to exercise this Option at the date of such cessation, or if he or she does not exercise such Option within the time specified herein, the Option shall terminate. 
 If the Participant ceases to be a Service Provider as a result of his or her death, the executors or administrators of the estate of the Participant or
the heirs or devisees of the Participant (as the case may be) may, but only within one (1) year from the date of such cessation, exercise this Option to the extent the Participant was entitled to exercise it at the date of his or her death. To
the extent that the Participant was not entitled to exercise this Option at the date of his or her death, or if this Option is not exercised within the time specified herein, the Option shall terminate. 
 Notwithstanding the foregoing, in no event may this Option be exercised after the Term/Expiration Date as provided above. 
 By the Participant’s signature and the signature of the Company’s representative below, the Participant and the Company agree that this Option
is granted under and governed by the terms and conditions of the Plan and this Agreement. The Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this
Agreement and fully understands all provisions of the Plan and Agreement. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and
Agreement. The Participant further agrees to notify the Company upon any change in the residence address indicated below. 
  

			
	PARTICIPANT	  	TIGERLOGIC CORPORATION
		
	  
	  	  

	Signature	  	By
		
	  
	  	  

	Print Name	  	Title
		
	  
	  	
	Residence Address	  	
		
	  
	  	

  

 15 








 EXHIBIT A 
 TERMS AND CONDITIONS OF STOCK OPTION GRANT 
 1. Grant of Option. The Company hereby grants to
the Participant named in the Notice of Grant (the “Participant”) an option (the “Option”) to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant
(the “Exercise Price”), subject to all of the terms and conditions in this Agreement and the Plan, which is incorporated herein by reference. Subject to Section 8.1 of the Plan, in the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail. 
 If designated
in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an ISO under Section 422 of the Code. However, if this Option is intended to be an ISO, to the extent that it exceeds the $100,000 rule
of Code Section 422(d) it shall be treated as a Nonqualified Stock Option (“NSO”). Further, if for any reason this Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or
portion thereof) shall be regarded as a NSO granted under the Plan. In no event shall the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or directors have any liability to the Participant (or any other
person) due to the failure of the Option to qualify for any reason as an ISO. 
 2. Vesting Schedule. Except as provided in
Section 3, the Option awarded by this Agreement shall vest in accordance with the vesting provisions set forth in the Notice of Grant. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition shall not vest in
the Participant in accordance with any of the provisions of this Agreement, unless the Participant shall have been continuously a Service Provider from the Grant Date until the date such vesting occurs. 
 3. Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the
balance, of the unvested Option at any time, subject to the terms of the Plan. If so accelerated, such Option shall be considered as having vested as of the date specified by the Administrator. 
 4. Termination on Corporate Transaction: Assumption. Notwithstanding any contrary provision hereof, effective upon the consummation of a Corporate
Transaction, the Option shall terminate unless the Option is assumed by the successor corporation or parent thereof in connection with such Corporate Transaction. For this purpose, a “Corporation Transaction” will include any of the
following transactions: 
 (a) a merger or consolidation in which the Company is not the surviving entity, except for a
transaction the principal purpose of which is to change the state in which the Company is incorporated; 
 (b) the sale,
transfer or other disposition of all or substantially all of the assets of the Company (including the capital stock of the Company’s subsidiary corporations); 
 (c) approval by the Company’s stockholders of any plan or proposal for the complete liquidation or dissolution of the Company;

 (d) any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty
percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger; or 
 (e) acquisition by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of
beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of 

  

 16 








 
the Company’s outstanding securities, but excluding any such transaction that the Administrator determines in its sole discretion shall not be a
Corporate Transaction. 
 5. Exercise of Option. 
 (f) Right to Exercise. This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of
Grant and the applicable provisions of the Plan and this Agreement. The Participant shall be subject to reasonable limitations on the number of requested exercises during any monthly or weekly period as determined by the Administrator. In no event
shall the Company issue fractional Shares. 
 (g) Method of Exercise. This Option shall be exercisable by delivery of
an exercise notice, in the form attached as Exhibit B (the “Exercise Notice”), or in a manner and pursuant to such procedures as the Administrator may determine, which shall state the election to exercise the Option, the whole
number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. Such Exercise Notice shall
be properly completed and delivered in such manner as the Administrator may determine (including electronically). Payment of the Exercise Price may only be made in such manner as described below, and if appropriate, shall accompany the written
notice. This Option shall be deemed to be exercised upon receipt by the Company (or its designated representative) of the Exercise Notice and completion of payment of the Exercise Price. 
 No Shares shall be issued pursuant to the exercise of this Option unless such issuance and exercise complies with Applicable Laws.
Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Participant on the date the Option is exercised with respect to such Exercised Shares. This Option may not be exercised for a fraction of a
share. 
 6. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at
the election of the Participant: 
 (a) cash; 
 (b) check; 
 (c) surrender of other Shares or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may require (including withholding of Shares otherwise deliverable upon exercise of the Option) which have a
Fair Market Value on the date of surrender or attestation equal to the aggregate Exercise Price of the Shares as to which the Option is being exercised (but only to the extent that such exercise of the Option would not result in an accounting
compensation charge with respect to the Shares used to pay the exercise price); 
 (d) payment through a broker-dealer sale
and remittance procedure pursuant to which the Participant (i) shall provide written instructions to a Company designated brokerage firm to effect the immediate sale of some or all 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 and (ii) shall provide written directives to the Company to deliver the certificates for the purchased
Shares directly to such brokerage firm in order to complete the sale transaction; or 
 (e) payment through a Net-Exercise
procedure, established at a time selected in the sole and absolute discretion of the Administrator. 
  

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 7. Tax Obligations. 
 (a) Withholding Taxes. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares shall be
issued to the Participant, unless and until satisfactory arrangements (as determined by the Administrator) shall have been made by the Participant with respect to the payment of income, employment and other taxes which the Company determines must be
withheld with respect to such Shares. To the extent determined appropriate by the Company in its discretion, it shall have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise
deliverable to the Participant. If the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time of the Option exercise, the Participant acknowledges and agrees that the
Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. 
 (b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to the Participant herein is an ISO, and if the Participant sells or otherwise disposes of any of the Shares acquired pursuant to the
ISO on or before the later of (i) the date two (2) years after the Grant Date, or (ii) the date one (1) year after the date of exercise, the Participant shall immediately notify the Company in writing of such disposition. The
Participant agrees that he or she may be subject to income tax withholding by the Company on the compensation income recognized by the Participant. 
 8. Rights as Stockholder. Neither the Participant nor any person claiming under or through the Participant shall have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder
unless and until certificates representing such Shares shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Participant. After such issuance, recordation and delivery, the
Participant shall have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares. 
 9. No Guarantee of Continued Service. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF
THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING THE PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER. THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN
ANY WAY WITH THE PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING THE PARTICIPANT) TO TERMINATE THE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

 10. Address for Notices. Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company
at TigerLogic Corporation, 25A Technology Drive, Irvine, CA 92618, or at such other address as the Company may hereafter designate in writing. 
 11. Grant is Not Transferable. Except as otherwise provided in Section 7.7 of the Plan, 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 the Participant only by the Participant. 
 12. Binding Agreement. Subject to the limitation on the
transferability of this grant contained herein, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 
  

 18 








 13. Additional Conditions to Issuance of Stock. If at any time the Company shall determine, in its
discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to
the issuance of Shares to the Participant (or his or her estate), such issuance shall not occur unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not
acceptable to the Company. The Company shall make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority. 
 14. Plan Governs. This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of
this Agreement and one or more provisions of the Plan, the provisions of the Plan shall govern. Capitalized terms used and not defined in this Agreement shall have the meaning set forth in the Plan. 
 15. Administrator Authority. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Shares subject to the Option have vested). All
actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon the Participant, the Company and all other interested persons. The Administrator shall not be personally liable for any
action, determination or interpretation made in good faith with respect to the Plan or this Agreement. 
 16. Electronic Delivery. The
Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the Plan or future Options that may be awarded under the Plan by electronic means or request the Participant’s consent to participate in the
Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third
party designated by the Company. 
 17. Captions. Captions provided herein are for convenience only and are not to serve as a basis
for interpretation or construction of this Agreement. 
 18. Agreement Severable. In the event that any provision in this Agreement
shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement. 
 19. Modifications to the Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. The Participant
expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written
contract executed by a duly authorized officer of the Company. 
 20. Amendment, Suspension or Termination of the Plan. By accepting
this Award, the Participant expressly warrants that he or she has received an Option under the Plan, and has received, read and understood a description of the Plan. The Participant understands that the Plan is discretionary in nature and may be
amended, suspended or terminated by the Company at any time. 
 21. Governing Law. This Agreement shall be governed by the laws of the
State of California, without giving effect to the conflict of law principles thereof. 
  

 19 








 EXHIBIT B 
 TIGERLOGIC CORPORATION 
 2009 EQUITY INCENTIVE PLAN 
 EXERCISE NOTICE 
 TigerLogic Corporation 
 25A Technology Drive 
 Irvine, CA 92618 
 Attention: Secretary 
 2. Exercise of Option.
Effective as of today,             ,             , the undersigned (“Purchaser”) hereby elects to purchase
            shares (the “Shares”) of the Common Stock of TigerLogic Corporation (the “Company”) under and pursuant to the 2009 Equity Incentive Plan (the
“Plan”) and the Stock Option Agreement dated,             (the “Agreement”). The purchase price for the Shares shall be
$            , as required by the Agreement. 
 3. Delivery of Payment.
Purchaser herewith delivers to the Company the full purchase price for the Shares and any required tax withholding to be paid in connection with the exercise of the Option. 
 4. Representations of Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Agreement and agrees to
abide by and be bound by their terms and conditions. 
 5. Rights as Stockholder. Until the issuance (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares subject to the Option,
notwithstanding the exercise of the Option. The Shares so acquired shall be issued to the Purchaser as soon as practicable after exercise of the Option. No adjustment shall be made for a dividend or other right for which the record date is prior to
the date of issuance, except as provided in Section 4.4 of the Plan. 
 6. Tax Consultation. 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 with 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. 
 7. Entire Agreement; Governing Law.
The Plan and Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company and Purchaser. This agreement
is governed by the internal substantive laws, but not the choice of law rules, of the State of California. 
  

 20 









			
	 Submitted by:
  
 PURCHASER:
	  	 Accepted by:
  
 TIGERLOGIC CORPORATION

		
	  
	  	  

	Signature	  	By
		
	  
	  	  

	Print Name	  	Its
		
	Address:	  	Address:
		
	  
	  	 TIGERLOGIC CORPORATION
 25A Technology Drive

Irvine, CA 92618

		
		  	  

		  	Date Received

  

 21