Unassociated Document


    CONCENTRIC
      ENERGY CORP.

    


    RESTRICTED
      STOCK PURCHASE AGREEMENT

    


    This
      Restricted Stock Purchase Agreement (the “Agreement”)
      is
      made as of this 14th day of February, 2008 (the “Date
      of Grant”),
      by
      and among Concentric Energy Corp., a Nevada corporation (the “Company”)
      and
      Richard P. Graff ("Shareholder").

    


    WHEREAS,
      in
      connection with such retention, the Company has agreed to sell Shareholder
      100,000 shares of common stock, par value $0.001 per share (the “Common
      Stock”),
      of
      the Company to Shareholder and Shareholder desires to purchase the same from
      the
      Company, on the terms and subject to the conditions set forth in this
      Agreement.

    


    ARTICLE
      I

    


    SALE
      OF RESTRICTED SHARES

    


    1.1 Exercise.
      Shareholder
      hereby purchases 100,000 shares (“Restricted
      Shares”)
      of the
      Company’s Stock (“Stock”)
      at an
      Purchase Price of $0.001 per share (“Purchase
      Price”).

    


    1.2 Payment.
      Concurrently with the delivery of this Agreement to the Corporate Secretary
      of
      the Company, Shareholder shall pay the Purchase Price for the Restricted Shares,
      together with a duly-executed blank Assignment Separate from Certificate (in
      the
      form attached hereto as Exhibit A)
      with
      respect to the Restricted Shares.

    


    1.3 Delivery
      of Certificates.
      The
      certificates representing the Restricted Shares hereunder shall be held in
      escrow by the Corporate Secretary of the Company in accordance with the
      provisions of Article VI.

    


    1.4 Stockholder
      Rights.
      Until
      such time as the Company actually exercises its Repurchase Right under this
      Agreement, Shareholder (or any successor in interest) shall have all the rights
      of a stockholder (including voting and dividend rights) with respect to the
      Restricted Shares, including the Restricted Shares held in escrow under
Article VI,
      subject, however, to the transfer restrictions of Article IV.

    


    ARTICLE
      II

    


    SECURITIES
      LAW COMPLIANCE

    


    2.1 Exemption
      from Registration.
      The
      Restricted Shares have not been registered under the Securities Act of 1933,
      as
      amended (the “1933
      Act”),
      and
      are issued to Shareholder pursuant to regulatory and statutory exemptions from
      the 1933 Act, including without limitation Regulation D. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2.2 Restricted
      Securities.

    


    Shareholder
      hereby confirms that Shareholder has been informed that the Restricted Shares
      are restricted securities under the 1933 Act and may not be resold or
      transferred unless the Restricted Shares are first registered under the federal
      securities laws or unless an exemption from such registration is available.
      Accordingly, Shareholder hereby acknowledges that Shareholder is prepared to
      hold the Restricted Shares for an indefinite period and that Shareholder is
      aware that Rule 144 of the Securities and Exchange Commission issued under
      the
      1933 Act is not presently available to exempt the sale of the Restricted Shares
      from the registration requirements of the 1933 Act.

    


    2.3 Disposition
      of Shares.
      Shareholder hereby agrees that Shareholder shall make no disposition of the
      Restricted Shares (other than a permitted transfer under Section 4.1)
      unless
      and until there is compliance with all of the following
      requirements:

    


    (a) Shareholder
      shall have notified the Company of the proposed disposition and provided a
      written summary of the terms and conditions of the proposed
      disposition.

    


    (b) Shareholder
      shall have complied with all requirements of this Agreement applicable to the
      disposition of the Restricted Shares.

    


    (c) Shareholder
      shall have provided the Company with written assurances, in form and substance
      satisfactory to the Company, that (i) the proposed disposition does not require
      registration of the Restricted Shares under the 1933 Act or (ii) all appropriate
      action necessary for compliance with the registration requirements of the 1933
      Act or of any exemption from registration available under the 1933 Act
      (including Rule 144) has been taken.

    


    The
      Company shall not
      be
      required (i) to transfer on its books any Restricted Shares which have been
      sold
      or transferred in violation of the provisions of this Article II nor
      (ii) to
      treat as the owner of the Restricted Shares, or otherwise to accord voting
      or
      dividend rights to, any transferee to whom the Restricted Shares have been
      transferred in contravention of this Agreement.

    


    2.4 Restrictive
      Legends.
      In order
      to reflect the restrictions on disposition of the Restricted Shares, the stock
      certificates for the Restricted Shares will be endorsed with restrictive
      legends, including one or more of the following legends:

    


    (a) “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE
      ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH
      ACT, OR (B) SATISFACTORY ASSURANCES TO THE COMPANY THAT REGISTRATION UNDER
      SUCH
      ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR OFFER.”

    


    (b) “THE
      SHARES REPRESENTED BY THIS CERTIFICATE ARE ISSUED PURSUANT TO A RESTRICTED
      STOCK
      AGREEMENT DATED AS OF THE DATE OF GRANT BETWEEN THE COMPANY AND THE REGISTERED
      HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH
      AGREEMENT SUBJECTS THESE SECURITIES TO A SUBSTANTIAL RISK OF FORFEITURE AND
      TO
      RESTRICTIONS ON TRANSFER. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY
      OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.”

     

    
      
        
        

      

      
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    ARTICLE
      III

    


    SPECIAL
      TAX ELECTION

    


    3.1 Section
      83(b) Election. Shareholder
      understands that under section 83 of the Internal Revenue Code of 1986, as
      amended (the “Code”),
      the
      excess of the fair market value of the Restricted Shares on the date any
      forfeiture restrictions applicable to such shares lapse over the Purchase Price
      paid for such shares will be reportable as ordinary income on such lapse date.
      For this purpose, the term “forfeiture
      restrictions”
      includes the right of the Company to repurchase the Restricted Shares pursuant
      to the Repurchase Right provided under Article
      V
      of this
      Agreement. Shareholder understands that he/she may elect under section 83(b)
      of
      the Code to be taxed at the time the Restricted Shares are acquired hereunder,
      rather than when and as such Restricted Shares cease to be subject to such
      forfeiture restrictions. Such election must be filed with the Internal Revenue
      Service within thirty (30) days after the Date of Grant. Even if the fair market
      value of the Restricted Shares at the Date of Grant equals the Purchase Price
      paid (and thus no tax is payable), the election must be made to avoid adverse
      tax consequences in the future. THE FORM FOR MAKING THIS ELECTION IS ATTACHED
      AS
      EXHIBIT B HERETO. SHAREHOLDER UNDERSTANDS THAT FAILURE TO MAKE THIS FILING
      WITHIN THE THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY
      INCOME BY THE SHAREHOLDER AS THE FORFEITURE RESTRICTIONS LAPSE.

    


    SHAREHOLDER
      ACKNOWLEDGES THAT IT IS SHAREHOLDER’S SOLE RESPONSIBILITY, AND NOT THE
      COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF SHAREHOLDER
      REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS/HER
      BEHALF. This filing should be made by registered or certified mail, return
      receipt requested, and Shareholder must retain two (2) copies of the completed
      form for filing with his or her state and federal tax returns for the current
      tax year and an additional copy for his or her records.

    


    3.2 Tax
      Consequences.
      It is
      the intent of the parties that, subject to the election of Shareholder pursuant
      to Section
      3.1
      hereof,
      the issuances of the Restricted Shares shall not be a taxable transaction,
      and
      that the Shareholder shall be responsible for the payment of taxes associated
      with the lapse of forfeiture restrictions on the Restricted Shares as such
      lapses occur.

    


    ARTICLE
      IV

    


    TRANSFER
      RESTRICTIONS

    


    4.1 Restriction
      on Transfer. Shareholder
      shall not transfer, assign, encumber or otherwise dispose of any of the
      Restricted Shares which are subject to the Company’s Repurchase Right under
Article
      V.
      Such
      restriction on transfer, however, shall not
      be
      applicable to (i) a gratuitous transfer of the Restricted Shares provided
      and only if
      the
      Shareholder obtains the Company’s prior written consent to such transfer, (ii) a
      transfer of title to the Restricted Shares effected pursuant to the
      Shareholder’s will or the laws of intestate succession or (iii) a transfer to
      the Company in pledge as security for any purchase-money indebtedness incurred
      by the Shareholder in connection with the acquisition of the Restricted
      Shares.

     

    
      
        
        

      

      
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    4.2 Transferee
      Obligations.
      Each
      person (other than the Company) to whom the Restricted Shares are transferred
      by
      means of one of the permitted transfers specified in Section 4.1
      must, as
      a condition precedent to the validity of such transfer, acknowledge in writing
      to the Company that such person is bound by the provisions of this Agreement
      and
      that the transferred shares are subject to (i) the Company’s Repurchase Right
      granted hereunder and (ii) the market stand-off provisions of Section 4.4,
      to the
      same extent such shares would be so subject if retained by the
      Shareholder.

    


    4.3 Definition
      of Owner.
      For
      purposes of Articles
      IV,
      V,
      and
VI
      of this
      Agreement, the term “Owner”
shall
      include the Shareholder and all subsequent holders of the Restricted Shares
      who
      derive their chain of ownership through a permitted transfer from the
      Shareholder in accordance with Section 4.1.

    


    4.4 Market
      Stand-Off Provisions.

    


    (a) In
      connection with any underwritten public offering by the Company of its equity
      securities pursuant to an effective registration statement filed under the
      1933
      Act, including the Company’s initial public offering, Owner shall not sell, make
      any short sale of, loan, hypothecate, pledge, grant any option for the purchase
      of, or otherwise dispose or transfer for value or otherwise agree to engage
      in
      any of the foregoing transactions with respect to, any Restricted Shares without
      the prior written consent of the Company or its underwriters. Such limitations
      shall be in effect for such period of time from and after the effective date
      of
      such registration statement as may be requested by the Company or such
      underwriters; provided, however, that in no event shall such period exceed
      the
      period required from similarly situated stockholders of the Company. The
      provisions of this Section 4.4
      shall
      remain in effect for the two-year period immediately following the effective
      date of the Company’s initial public offering and shall thereafter terminate and
      cease to have any force or effect.

    


    (b) Owner
      shall be subject to the market stand-off provisions of this Section 4.4
      provided
      and only if the officers and directors of the Company are also subject to
      similar arrangements.

    


    (c) In
      the
      event of any stock dividend, stock split, recapitalization or other change
      affecting the Company’s outstanding Stock effected as a class without receipt of
      consideration, then any new, substituted or additional securities distributed
      with respect to the Restricted Shares shall be immediately subject to the
      provisions of this Section 4.4,
      to the
      same extent the Restricted Shares are at such time covered by such
      provisions.

    


    (d) In
      order
      to enforce the limitations of this Section 4.4,
      the
      Company may impose stop-transfer instructions with respect to the Restricted
      Shares until the end of the applicable stand-off period.

    


    
      
        
        

      

      
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    ARTICLE
      V

    


    REPURCHASE
      RIGHT

    


    5.1 Grant.
      The
      Company is hereby granted the right (the “Repurchase
      Right”)
      exercisable at any time during the ninety (90)-day period (or such longer period
      as may be agreed by the Company and the Shareholder, the Shareholder’s Trustee
      or the Shareholder’s representative) following the date the Shareholder’s
      Trustee ceases to serve as a member of the Board of Directors (or any successor
      thereto) solely as a result of either his (i) voluntary resignation or (ii)
      removal from the Board for breach of fiduciary duty, but for no other reason
      and
      under no other circumstance, to repurchase at the Purchase Price all or any
      portion of the Restricted Shares in which the Shareholder has not acquired
      a
      vested interest in accordance with the vesting provisions of Section 5.3
      (such
      shares to be hereinafter called the “Unvested
      Shares”).
      It is
      acknowledged and agreed that the Shareholder’s Trustee’s resignation shall not
      be deemed voluntary for purposes of this Section
      5.1
      if it is
      for Good Reason (as defined in the Retention Agreement).

    


    5.2 Exercise
      of the Repurchase Right. The
      Repurchase Right shall be exercisable by written notice delivered to the Owner
      of the Unvested Shares prior to the expiration of the applicable ninety (90)-day
      period specified in Section 5.1.
      The
      notice shall indicate the number of Unvested Shares to be repurchased and the
      date on which the repurchase is to be effected. To the extent one or more
      certificates representing Unvested Shares may have been previously delivered
      out
      of escrow to the Owner, then Owner shall, prior to the close of business on
      the
      date specified for the repurchase, deliver to the Secretary of the Company
      the
      certificates representing the Unvested Shares to be repurchased, each
      certificate to be properly endorsed for transfer. The Company shall,
      concurrently with the receipt of such stock certificates (either from escrow
      in
      accordance with Section 6.3
      or from
      Owner as herein provided), pay to Owner in cash or cash equivalents (including
      the cancellation of any purchase-money indebtedness), an amount equal to the
      Purchase Price previously paid to the Company for the Unvested Shares which
      are
      to be repurchased.

    


    5.3 Termination
      of the Repurchase Right.

    


    (a) The
      Repurchase Right provided for in Section 5.1
      shall
      terminate with respect to any Unvested Shares for which it is not timely
      exercised under Section 5.2.
      In
      addition, the Repurchase Right shall terminate, and cease to be exercisable,
      with respect to the Restricted Shares one-third on the Anniversary Date of
      this
      Agreement in each of 2008, 2009, and 2010, and such Restricted Shares shall
      accordingly be deemed to be vested; provided,
      however,
      that if
      on any date on which the Restricted Shares would otherwise vest, Owner would
      be
      in violation of (i) the provisions of Section
      4.4
      hereof
      or any similar lock-up agreement; (ii) Company policy as to sale of
      securities by directors or (iii) Rule 10b-5 promulgated under the
      Securities Exchange Act of 1934, as amended (the “Exchange
      Act”)
      (or
      any similar or successor law or regulation applicable to the Company or its
      successor) were Owner to sell any of the Restricted Shares, then in each such
      case, the foregoing vesting date shall be delayed until the first date on which
      Owner would no longer be in violation of the applicable provision or provisions.
      It is acknowledged that no such delay would be required to the extent an
      effective Rule 10b5-1 trading plan or other effective legal device is in effect
      on a vesting date and has the effect of vitiating the potential violation
      referred to in clause (iii) above. All Restricted Shares as to which the
      Repurchase Right lapses shall, however, continue to be subject to (i) the market
      stand-off provisions of Section 4.4.
      Notwithstanding the above, in no event will the Restricted Shares be deemed
      to
      be vested if at the time the Repurchase Right lapses, the Restricted Shares
      are
      not then traded on National Securities Exchange (as defined in the Exchange
      Act)
      or the Toronto Stock Exchange; provided,
      however,
      that
      the restriction in this sentence shall cease to apply upon the first Anniversary
      on which the relevant Repurchase Right would have lapsed (or such earlier time
      as the Restricted Shares shall have been so listed), subject in each case to
      the
      provisions of clauses (i) through (iii) of this Section 5.3(a).

     

    
      
        
        

      

      
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    (b) The
      Repurchase Right shall also terminate immediately prior to the consummation
      of a
      Change in Control. “Change
      in Control”
shall
      mean a change in control of the Company of a nature that would be required
      to be
      reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in
      response to any similar item or any similar schedule or form) promulgated under
      the Exchange Act, whether or not the Company is then subject to such reporting
      requirement; provided,
      however,
      that,
      without limitation, such a Change in Control shall be deemed to have occurred
      if
      (i) any “person” or “group” (as such terms are used in Sections 13(d) and
      14(d) of the Exchange Act) not presently in possession of such beneficial
      ownership is or becomes the “beneficial owner” (as defined in Rule 13d-3 under
      the Exchange Act), directly or indirectly, of securities of the Company
      representing twenty (20%) or more of the combined voting power of the Company’s
      then outstanding securities without the prior approval of at least two-thirds
      of
      the members of the Board in office immediately prior to such person attaining
      such percentage interest; (ii) the Company is a party to a merger,
      consolidation, sale of assets or other reorganization, or a proxy contest,
      as a
      consequence of which members of the Board in office immediately prior to such
      transaction or event constitute less than a majority of the Board thereafter;
      or
      (iii) during any period of two (2) consecutive years, individuals who at
      the beginning of such period constituted the Board (including for this purpose
      any new director whose election or nomination for election by the Company’s
      stockholders was approved by a vote of at least two-thirds of the directors
      then
      still in office who were directors at the beginning of such period) cease for
      any reason to constitute at least a majority of the Board.

    


    5.4 Additional
      Shares or Substituted Securities.
      In the
      event of any stock dividend, stock split, recapitalization or other change
      affecting the Company’s outstanding Stock as a class effected without receipt of
      consideration, then any new, substituted or additional securities or other
      property (including money paid other than as a regular cash dividend) which
      is
      by reason of any such transaction distributed with respect to the Restricted
      Shares shall be immediately subject to the Repurchase Right, but only to the
      extent and in proportion to the Restricted Shares are at the time covered by
      such right. Appropriate adjustments to reflect the distribution of such
      securities or property shall be made to the number of Restricted Shares
      hereunder and to the price per share to be paid upon the exercise of the
      Repurchase Right in order to reflect the effect of any such transaction upon
      the
      Company’s capital structure; provided,
      however, that the aggregate purchase price shall remain the same.

    


    ARTICLE
      VI

    


    ESCROW

    


    6.1 Deposit.
      Upon
      issuance, the certificates for any Unvested Shares purchased hereunder shall
      be
      deposited in escrow with the Corporate Secretary of the Company to be held
      in
      accordance with the provisions of this Article
      VI.
      Each
      deposited certificate shall be accompanied by a duly-executed Assignment
      Separate from Certificate in the form of Exhibit A. The deposited certificates,
      together with any other assets or securities from time to time deposited with
      the Corporate Secretary pursuant to the requirements of this Agreement, shall
      remain in escrow until such time or times as the certificates (or other assets
      and securities) are to be released or otherwise surrendered for cancellation
      in
      accordance with Section 6.3.
      Upon
      delivery of the certificates (or other assets and securities) to the Corporate
      Secretary of the Company, the Owner shall be issued an instrument of deposit
      acknowledging the number of Unvested Shares (or other assets and securities)
      delivered in escrow.

     

    
      
        
        

      

      
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    6.2 Recapitalization.
      All
      regular cash dividends on the Unvested Shares (or other securities at the time
      held in escrow) shall be paid directly to the Owner and shall not be held in
      escrow. However, in the event of any stock dividend, stock split,
      recapitalization or other change affecting the Company’s outstanding Stock as a
      class effected without receipt of consideration or in the event of a Corporate
      Transaction, any new, substituted or additional securities or other property
      which is by reason of such transaction distributed with respect to the Unvested
      Shares shall be immediately delivered to the Corporate Secretary to be held
      in
      escrow under this Article
      VI,
      but
      only to the extent and in proportion to the Unvested Shares are at the time
      subject to the escrow requirements of Section 6.1.

    


    6.3 Release/Surrender.
      The
      Unvested Shares, together with any other assets or securities held in escrow
      hereunder, shall be subject to the following terms and conditions relating
      to
      their release from escrow or their surrender to the Company for repurchase
      and
      cancellation:

    


    (a) Should
      the Company (or its assignees) elect to exercise the Repurchase Right under
      Article
      V
      with
      respect to any Unvested Shares, then the escrowed certificates for such Unvested
      Shares (together with any other assets or securities issued with respect
      thereto) shall be delivered to the Company concurrently with the payment to
      the
      Owner, in cash or cash equivalent (including the cancellation of any
      purchase-money indebtedness), of an amount equal to the aggregate Purchase
      Price
      for such Unvested Shares, and the Owner shall cease to have any further rights
      or claims with respect to such Unvested Shares (or other assets or securities
      attributable to such Unvested Shares).

    


    (b) As
      the
      interest of the Shareholder in the Unvested Shares (or any other assets or
      securities attributable thereto) vests in accordance with the provisions of
      Article
      V,
      the
      certificates for such vested shares (as well as all other vested assets and
      securities) may be released from escrow and delivered to the Owner in accordance
      with the following schedule:

    


    i. The
      initial release of vested shares (or other vested assets and securities) from
      escrow shall be effected within thirty (30) days following the expiration of
      the
      initial vesting period hereunder. 

    


    ii. Subsequent
      releases of vested shares (or other vested assets and securities) from escrow
      shall be effected at annual intervals thereafter following the expiration of
      each vesting period.

    


    iii. Upon
      the
      Shareholder’s cessation of service with the Company, any escrowed Restricted
      Shares (or other assets or securities) in which the Shareholder is at the time
      vested shall be promptly released from escrow.

     

    
      
        
        

      

      
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    iv. Upon
      any
      earlier termination of the Company’s Repurchase Right in accordance with the
      applicable provisions of Article
      V,
      any
      Restricted Shares (or other assets or securities) at the time held in escrow
      hereunder shall promptly be released to the Owner as fully-vested shares or
      other property.

    


    (c) All
      Restricted Shares (or other assets or securities) released from escrow in
      accordance with the provisions of subsection (ii) above shall nevertheless
      remain subject to (I) the market stand-off provisions of Section 4.4
      until
      such provisions terminate in accordance therewith.

    


    ARTICLE
      VII

    


    GENERAL
      PROVISIONS

    


    7.1 Assignment.
      The
      Company may assign its Repurchase Right under Article V
      to any
      person or entity selected by the Company’s Board of Directors, including
      (without limitation) one or more stockholders of the Company.

    


    If
      the
      assignee of the Repurchase Right is other than a one hundred percent (100%)
      owned subsidiary Company of the Company or the parent Company owning one hundred
      percent (100%) of the Company, then such assignee must make a cash payment
      to
      the Company, upon the assignment of the Repurchase Right, in an amount equal
      to
      the excess (if any) of (i) the fair market value of the Unvested Shares at
      the
      time subject to the assigned Repurchase Right over (ii) the aggregate repurchase
      price payable for the Unvested Shares thereunder.

    


    7.2 Definitions.
      For
      purposes of this Agreement, the following provisions shall be applicable in
      determining the parent and subsidiary Companies of the Company:

    


    (a) Any
      Company (other than the Company) in an unbroken chain of Companies ending with
      the Company shall be considered to be a parent Company of the Company, provided
      each such Company in the unbroken chain (other than the Company) owns, at the
      time of the determination, stock possessing fifty percent (50%) or more of
      the
      total combined voting power of all classes of stock in one of the other
      Companies in such chain.

    


    (b) Each
      Company (other than the Company) in an unbroken chain of Companies beginning
      with the Company shall be considered to be a subsidiary of the Company, provided
      each such Company (other than the last Company) in the unbroken chain owns,
      at
      the time of the determination, stock possessing fifty percent (50%) or more
      of
      the total combined voting power of all classes of stock in one of the other
      Companies in such chain.

    


    7.3 No
      Employment or Service Contract.
      Nothing
      in this Agreement shall confer upon the Shareholder any right to continue to
      be
      retained by the Company in any capacity (or any parent or subsidiary Company
      of
      the Company retaining Shareholder) for any period of specific duration or
      interfere with or otherwise restrict in any way the rights of the Company (or
      any parent or subsidiary Company of the Company employing or retaining
      Shareholder) or the Shareholder, which rights are hereby expressly reserved
      by
      each, to terminate the Shareholder’s relationship to the Company at any time for
      any reason whatsoever, with or without cause.

     

    
      
        
        

      

      
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    7.4 Notices.
      Any
      notice required in connection with (i) the Repurchase Right or
      (ii) the disposition of any Restricted Shares covered thereby shall be
      given in writing and shall be deemed effective (i) upon personal delivery
      or upon deposit in the United States mail, registered or certified, postage
      prepaid and addressed to the party entitled to such notice at the address
      indicated below such party’s signature line on this Agreement or at such other
      address as such party may designate by ten (10) days advance written notice
      under this Section 7.4
      to all
      other parties to this Agreement or (ii) if communicated via electronic
      mail, to the electronic email address of the Company's general counsel (or
      chief
      financial officer if the Company has no general counsel) and, in the case of
      Shareholder, to the email address provided by Shareholder to the Company for
      business communications.

    


    7.5 No
      Waiver.
      The
      failure of the Company (or its assignees) in any instance to exercise the
      Repurchase Right granted under Article V
      shall
      not constitute a waiver of any other repurchase rights that may subsequently
      arise under the provisions of this Agreement or any other agreement between
      the
      Company and the Shareholder or the Shareholder’s spouse. No waiver of any breach
      or condition of this Agreement shall be deemed to be a waiver of any other
      or
      subsequent breach or condition, whether of like or different
      nature.

    


    7.6 Cancellation
      of Shares.
      If the
      Company (or its assignees) shall make available, at the time and place and
      in
      the amount and form provided in this Agreement, the consideration for the
      Restricted Shares to be repurchased in accordance with the provisions of this
      Agreement, then from and after such time, the person from whom such shares
      are
      to be repurchased shall no longer have any rights as a holder of such shares
      (other than the right to receive payment of such consideration in accordance
      with this Agreement), and such shares shall be deemed purchased in accordance
      with the applicable provisions hereof and the Company (or its assignees) shall
      be deemed the owner and holder of such shares, whether or not the certificates
      therefor have been delivered as required by this Agreement.

    


    ARTICLE
      VIII.

    


    MISCELLANEOUS
      PROVISIONS

    


    8.1 Shareholder
      Undertaking. Shareholder
      hereby agrees to take whatever additional action and execute whatever additional
      documents the Company may in its judgment deem necessary or advisable in order
      to carry out or effect one or more of the obligations or restrictions imposed
      on
      either the Shareholder or the Restricted Shares pursuant to the express
      provisions of this Agreement. 

    


    8.2 Agreement
      is Entire Contract.
      This
      Agreement constitutes the entire contract between the parties hereto with regard
      to the subject matter hereof.

    


    8.3 Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Nevada, as such laws are applied to contracts entered into and
      performed in such state without resort to that state’s conflict-of-laws
      rules.

    


    8.4 Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be deemed to
      be
      an original, but all of which together shall constitute one and the same
      instrument.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    8.5 Successors
      and Assigns.
      The
      provisions of this Agreement shall inure to the benefit of, and be binding
      upon,
      the Company and its successors and assigns and the Shareholder and the
      Shareholder’s legal representatives, heirs, legatees, distributees, assigns and
      transferees by operation of law, whether or not any such person shall have
      become a party to this Agreement and have agreed in writing to join herein
      and
      be bound by the terms and conditions hereof.

    


    8.6 Power
      of Attorney.
      Shareholder’s spouse hereby appoints Shareholder his or her true and lawful
      attorney in fact, for him or her and in his or her name, place and stead, and
      for his or her use and benefit, to agree to any amendment or modification of
      this Agreement and to execute such further instruments and take such further
      actions as may reasonably be necessary to carry out the intent of this
      Agreement. Shareholder’s spouse further gives and grants unto Shareholder as his
      or her attorney in fact full power and authority to do and perform every act
      necessary and proper to be done in the exercise of any of the foregoing powers
      as fully as he or she might or could do if personally present, with full power
      of substitution and revocation, hereby ratifying and confirming all that
      Shareholder shall lawfully do and cause to be done by virtue of this power
      of
      attorney.

    


    [Signature
      Page Follows]

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Restricted Stock Purchase
      Agreement on the day and year first indicated above.

    


    
      	
              CONCENTRIC
                ENERGY CORP.

            
	 	 
	
              By:

            	
              /s/
                Rockell N. Hankin

            
	
              Name:
                

            	
              Rockell
                N. Hankin

            
	
              Title:

            	
              Chairman
                of the Board

            
	 	 
	
              SHAREHOLDER

            
	 	 
	
              By:

            	
              /s/
                Richard P. Graff

            
	
              Name:

            	
              Richard
                P. Graff

            


    

     

    SIGNATURE
      PAGE TO RESTRICTED STOCK PURCHASE AGREEMENT


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Consent
      of Spouse

    


    The
      undersigned spouse of Shareholder has read and hereby approves the foregoing
      Restricted Stock Purchase Agreement. In consideration of the Company’s granting
      the Shareholder the right to acquire the Restricted Shares in accordance with
      the terms of such Agreement, the undersigned hereby agrees to be irrevocably
      bound by all the terms and provisions of such Agreement, including
      (specifically) the right of the Company (or its assignees) to purchase any
      and
      all interest or right the undersigned may otherwise have in such shares pursuant
      to community property laws or other marital property rights.

    


    
      	
              Signature:

            	
              /s/
                Maureen Graff

            	 
	 	
              Shareholder’s
                Spouse

            	 
	 	 	 
	
              Name:

            	
              Maureen
                Graff

            	 
	 	 	 
	
              Address:

            	
              2339
                Woodbury Lane

            	 
	 	
              Evergreen,
                CO 80439

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    RESTRICTED
      STOCK PURCHASE AGREEMENT

    


    ASSIGNMENT
      SEPARATE FROM CERTIFICATE

    


    FOR
      VALUE
      RECEIVED, _____________________ hereby sells, assigns and transfers unto
      Concentric Energy Corp. (the “Company”)
      ___________________________ shares of the Stock of the Company standing in
      his\her name on the books of the Company represented by Certificate(s) No(s).
      ___________ delivered herewith and does hereby irrevocably constitute and
      appoint _________________________ Attorney to transfer the said stock on the
      books of the Company with full power of substitution in the
      premises.

    


    Date: ______________________                   Signature: ________
      __________________

    


    Instruction:
      Please
      do not fill in any blanks other than the signature line. The purpose of this
      assignment is to enable the Company to exercise its Repurchase Right set forth
      in the Agreement without requiring additional signatures on the part of the
      Shareholder.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    EXHIBIT B

    RESTRICTED
      STOCK PURCHASE AGREEMENT

    


    SECTION
      83(b) TAX ELECTION

    


    This
      statement is being made under section 83(b) of the Internal Revenue Code,
      pursuant to Treas. Reg. Section 1.83-2.

    


    (1) The
      taxpayer who performed the services is:

    


    Name:   _____________________________________________

    


    Address:                     
      _____________________________________________

    


    Taxpayer
      ID Number: _____________________________________________

    


    
      	 	
              (2)

            	
              The
                property with respect to which the election is being made is _____________
                shares of the Stock of Concentric Energy
                Corp.

            


    

    


    
      	 	
              (3)

            	
              The
                property was issued on ___________________
                20____.

            


    

    


    
      	 	
              (4)

            	
              The
                taxable year in which the election is being made is the calendar
                year
                20____.

            


    

    


    
      	 	
              (5)

            	
              The
                property is subject to a repurchase right pursuant to which the issuer
                has
                the right to acquire the property at the original purchase price
                if
                taxpayer’s retention by the issuer is terminated. The issuer’s repurchase
                right lapses in a series of annual installments over a three (3)-year
                period ending on
                ________________________.

            


    

    


    
      	 	
              (6)

            	
              The
                fair market value at the time of transfer (determined without regard
                to
                any restriction other than a restriction which by its terms will
                never
                lapse) is $________ per share.

            


    

    


    
      	 	
              (7)

            	
              The
                amount paid for such property is $0.001 per
                share.

            


    

    


    
      	 	
              (8)

            	
              A
                copy of this statement was furnished to Concentric Energy Corp.,
                for whom
                taxpayer rendered the services underlying the transfer of
                property.

            


    

    


    
      	 	
              (9)

            	
              This
                statement is executed as of:
                _______________________.

            


    

    


    _______________________________

    (Signature
      of Taxpayer)

    


    Filing
      Instructions: This
      form
      must be filed with the Internal Revenue Service Center with which taxpayer
      files
      his/her federal income tax returns. The filing must be made within 30 days
      after
      the execution date of the Restricted Stock Purchase Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Note:
      This
      page 2 should be attached only
      if you
      are exercising an Incentive Stock Option.

    


    SPECIAL
      PROTECTIVE ELECTION PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE
      WITH
      RESPECT TO PROPERTY ACQUIRED UPON EXERCISE OF AN INCENTIVE STOCK
      OPTION

    


    The
      property described in the above section 83(b) election is comprised of shares
      of
      Stock acquired pursuant to the exercise of an Incentive Stock Option under
      section 422 of the Code. Accordingly, it is the intent of the taxpayer to
      utilize this election to achieve the following tax results:

    


    1. The
      purpose of this election is to have the alternative minimum taxable income
      attributable to the Restricted Shares measured by the amount by which the fair
      market value of such shares at the time of their transfer to the taxpayer
      exceeds the purchase price paid for the shares. In the absence of this election,
      such alternative minimum taxable income would be measured by the spread between
      the fair market value of the Restricted Shares and the purchase price which
      exists on the various lapse dates in effect for the forfeiture restrictions
      applicable to such shares. The election is to be effective to the full extent
      permitted under the Internal Revenue Code.

    


    2. Section
      421(a)(1) of the Code expressly excludes from income any excess of the fair
      market value of the Restricted Shares over the amount paid for such shares.
      Accordingly, this election is also intended to be effective in the event there
      is a “disqualifying disposition” of the shares, within the meaning of section
      421(b) of the Code, which would otherwise render the provisions of section
      83(a)
      of the code applicable at that time. Consequently, the taxpayer hereby elects
      to
      have the amount of disqualifying disposition income measured by the excess
      of
      the fair market value of the Restricted Shares on the date of transfer to the
      taxpayer over the amount paid for such shares. Since section 421(a) presently
      applies to the shares which are the subject of this section 83(b) election,
      no
      taxable income is actually recognized for regular tax purposes at this time,
      and
      no income taxes are payable, by the taxpayer as a result of this
      election.

    


    Filing
      Instructions:
      This
      form should be filed with the Internal Revenue Service Center with which
      taxpayer files his/her federal income tax returns. The filing must be made
      within 30 days after the execution date of the Restricted Stock Purchase
      Agreement.