CASH OR A
CHECK FOR THE AMOUNT OF THE PURCHASE PRICE OR (B) IRREVOCABLE WIRE TRANSFER
INSTRUCTIONS FOR THE PURCHASE PRICE, OR (C) A CERTIFICATE OR CERTIFICATES (OR
DESIGNATION OF SUCH CERTIFICATES IF PERMITTED BY THE PLAN) REPRESENTING SHARES
OF MACROPORE BIOSURGERY, INC. COMMON STOCK THAT I HAVE OWNED FOR AT LEAST SIX
MONTHS IF THE SHARES WERE ACQUIRED BY ME THROUGH EXERCISE OF AN OPTION, AND THAT
HAVE A FAIR MARKET VALUE (AS DETERMINED IN ACCORDANCE WITH THE PLAN) AS OF THIS
DATE EQUAL TO THE PURCHASE PRICE.
I RECOGNIZE THAT OTHER FORMS OF PAYMENT MAY
BE PERMITTED BY THE WRITTEN APPROVAL OF THE ADMINISTRATOR.
2.
REPRESENTATIONS
2.1.
TAXES.
THE COMPANY HAS MADE NO WARRANTIES OR REPRESENTATIONS TO
ME WITH RESPECT TO THE INCOME TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT AND I AM NOT RELYING ON THE COMPANY OR ITS REPRESENTATIVES FOR
AN ASSESSMENT OF SUCH TAX CONSEQUENCES.
I HAVE HAD ADEQUATE OPPORTUNITY TO
CONSULT WITH MY PERSONAL TAX ADVISOR PRIOR TO SUBMITTING THIS AGREEMENT TO THE
COMPANY.
2.2.
REPURCHASE.
IF THE SHARES ARE SUBJECT TO A RIGHT OF REPURCHASE IN
FAVOR OF THE COMPANY AT THEIR ORIGINAL PURCHASE PRICE WHEN I CEASE TO PROVIDE
SERVICES FOR THE COMPANY, OR IF I COULD BE SUBJECT TO SUIT UNDER SECTION 16(B)
OF THE SECURITIES EXCHANGE ACT OF 1934 WITH RESPECT TO THE PURCHASE OF THE
SHARES, I WILL EXECUTE AND DELIVER TO THE COMPANY A COPY OF THE ACKNOWLEDGMENT
AND STATEMENT OF DECISION REGARDING ELECTION PURSUANT TO SECTION 83(B) OF THE
INTERNAL REVENUE CODE (THE "ACKNOWLEDGMENT") ATTACHED AS EXHIBIT A.
I
ACKNOWLEDGE THAT I AM PRIMARILY RESPONSIBLE FOR FILING ANY SECTION 83(B)
ELECTIONS ALTHOUGH THE COMPANY WILL, AS AN ACCOMMODATION TO ME AND WITHOUT
ASSUMING ANY LIABILITY, FILE A DUPLICATE ELECTION IF I PROMPTLY PROVIDE AN
EXECUTED FORM WITH THE ACKNOWLEDGEMENT AND STATEMENT OF DECISION REGARDING
SECTION 83(B).
I WILL CONSULT WITH MY OWN TAX ADVISOR TO DETERMINE IF THERE IS
A COMPARABLE ELECTION TO FILE IN THE STATE OF WHERE I RESIDE AND WHETHER FILING
A FEDERAL OR STATE SECTION 83(B) ELECTION IS DESIRABLE UNDER MY CIRCUMSTANCES.
3
3.
MISCELLANEOUS PROVISIONS.
3.1.
SUCCESSORS AND ASSIGNS.
SUBJECT TO THE LIMITATIONS SET FORTH IN
THIS AGREEMENT, THE BENEFITS AND OBLIGATIONS OF THIS AGREEMENT WILL BE BINDING
ON THE EXECUTORS, ADMINISTRATORS, HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS, AND
ASSIGNS OF THE PARTIES.
3.2.
COSTS.
I WILL REPAY THE COMPANY FOR ALL COSTS AND DAMAGES,
INCLUDING INCIDENTAL AND CONSEQUENTIAL DAMAGES AND ATTORNEY'S FEES, RESULTING
FROM ANY TRANSFER OF THE SHARES WHICH IS NOT IN COMPLIANCE WITH THE PROVISIONS
OF THIS AGREEMENT.
3.3.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE EXCLUDING THOSE LAWS THAT
DIRECT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
3.4.
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS UNDER THIS
AGREEMENT SHALL BE IN WRITING.
UNLESS AND UNTIL I AM NOTIFIED IN WRITING TO THE
CONTRARY, ALL NOTICES, COMMUNICATIONS, AND DOCUMENTS DIRECTED TO THE COMPANY AND
RELATED