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NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (Agreement) is made as of _______, 2012 (the Effective Date), by and

among _________, Inc., a Delaware corporation (the Company), and the investors (each individually a Investor, and collectively the Investors) named on the Schedule of Investors attached hereto (the Schedule of Investors). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 2 below. RECITALS WHEREAS, each of the Investors intends to provide certain Consideration (as defined below) to the Company as described for each Investor on the Schedule of Investors; WHEREAS, the parties wish to provide for the sale and issuance of the Notes (as defined below) in return for the provision by the Investors of the Consideration to the Company; and WHEREAS, the parties intend for the Company to issue in return for the Consideration one or more Notes; NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: 1. PURCHASE AND SALE OF NOTES.

1.1 Issuance of Notes. In return for the Consideration paid by each Investor, the Company shall sell and issue to such Investor one or more Notes. Each Note shall have a principal balance equal to that portion of the Consideration paid by such Investor for the Note, as set forth in the Schedule of Investors. 1.2 Right to Convert Notes.

(a) Next Equity Financing. The principal and unpaid accrued interest of each Note will be automatically converted into Conversion Shares upon the closing of the Next Equity Financing. Notwithstanding the foregoing, accrued interest on this Note may be paid in cash at the option of the Company. The number of Conversion Shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest on a Note to be converted, or portion thereof, on the date of conversion, by the Conversion Price. At least seven (7) days prior to the closing of the Next Equity Financing, the Company shall notify the holder of each Note in writing of the terms under which the Equity Securities of the Company will be sold in such financing. The issuance of Conversion Shares pursuant to the conversion of each Note shall be upon and subject to the same terms and conditions applicable to the Equity Securities sold in the Next Equity Financing. (b) Change of Control. In the event of a Change of Control prior to full repayment of a Note or prior to the time when a Note has been converted (as provided herein), the holder thereof shall receive an amount equal to __ times (_X) the outstanding principal and unpaid accrued interest on such Note (such amount, with respect to each Note, the Change of Control Premium). (c) No Fractional Shares. Upon the conversion of a Note into Conversion Shares or Common Stock, as the case may be, in lieu of any fractional shares to which the

holder of the Note would otherwise be entitled, the Company shall pay the Note holder cash equal to such fraction multiplied by the Conversion Price. (d) Mechanics of Conversion. The Company shall not be required to issue or deliver the Conversion Shares until the Note holder has surrendered the Note to the Company. Such conversion may be made contingent upon the closing of the Next Equity Financing. 2. DEFINITIONS.

(a) Change of Control shall mean (i) the acquisition of the Company by means of a merger or other form of corporate reorganization in which 50% or more of the outstanding shares of the Company are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring company or its subsidiary; (ii) the sale, lease or other disposition (including exclusive license) of all or substantially all of the Companys assets or any other transaction resulting in the Companys assets being converted into securities of any other entity; or (iii) a transaction or series of transactions in which a person or entity acquires 50% of more of the outstanding and issued shares of the Company held by its stockholders (other than an equity financing primarily for working capital purposes as determined by the Board of Directors of the Company). (b) Charter shall mean the Companys Certificate of Incorporation, as amended from time to time. (c) US$0.0001. (d) Consideration shall mean the amount of money paid by each Investor pursuant to this Agreement as shown on the Schedule of Investors. (e) Conversion Shares shall, for purposes of determining the type of Equity Securities issuable upon conversion of the Notes, mean the Equity Securities issued in the Next Equity Financing. (f) Conversion Price shall mean the lower of (A) 75% of the price paid per share for Equity Securities by the investors in the Next Equity Financing or (B) the quotient resulting from dividing (x) US$__,000,000 by (y) the number of shares of outstanding common stock of the Company immediately prior to the closing of the Next Equity Financing (assuming conversion of all securities convertible into common stock, exercise of all outstanding options and warrants to purchase common stock, and including the shares reserved or authorized for issuance under the Companys existing stock option plan or any stock option plan to be adopted in the connection with the Next Equity Financing but excluding, for this purpose, the conversion of debt securities (including, but not limited to, the Notes) in connection with such Next Equity Financing). (g) Equity Securities shall mean the Companys Common Stock or Preferred Stock or any securities conferring the right to purchase the Companys Common Stock or Preferred Stock or securities convertible into, or exchangeable for (with or without additional 2 Common Stock shall mean the Companys Common Stock, par value

consideration), the Companys Common Stock or Preferred Stock, except any security granted, issued and/or sold by the Company to any director, officer, employee or consultant of the Company in such capacity for the primary purpose of soliciting or retaining their services. (h) Maturity Date shall be as set forth in each Note (as defined below).

(i) Next Equity Financing shall mean the next sale (or series of related sales) by the Company of its Equity Securities following the date of this Agreement from which the Company receives gross proceeds of not less than US$_,000,000 (excluding any and all of the Companys outstanding convertible bridge notes and the aggregate amount of debt securities converted into Equity Securities upon conversion of the Notes pursuant to Section 1.2 below). (j) Requisite Note Holders shall mean the holders of more than 51% of the aggregate principal amount of the then outstanding Notes. (k) Notes shall mean the one or more unsecured convertible promissory notes issued to each Investor pursuant to Section 1.1 below, the form of which is attached hereto as Exhibit A.


CLOSING. (a) The initial closing (the Initial Closing) of the purchase of the Notes in return for the Consideration paid by each Investor shall take place on __________, 2011, or at such other time and place as the Company and the Investors agree upon orally or in writing. At the Initial Closing, each Investor shall deliver the Consideration to the Company by wire transfer of immediately available funds in accordance with the instruction of the Company and the Company shall deliver to each Investor one or more executed Notes in return for the respective Consideration provided to the Company as set forth next to each Investors name of the Schedule of Investors. (b) The Company may issue additional Notes at one or more subsequent closings (each, a Subsequent Closing and together with the Initial Closing, a Closing). Each Subsequent Closing shall take place at such time and place as the Company and the Investors agree upon orally or in writing. Each Investor purchasing a Note at a Subsequent Closing shall deliver the Consideration to the Company by wire transfer of immediately available funds in accordance with the instructions of the Company and the Company shall deliver to each Investor one or more executed Notes in return for the respective Consideration provided to the Company, as set forth next to each Investors name on the Schedule of Investors.


REPRESENTATIONS AND WARRANTIES OF THE COMPANY. In connection with the transactions provided for herein, the Company hereby represents and warrants to the Investors that:

4.1 Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and 3

has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the business, prospects, assets or condition (financial or otherwise) of the Company (a Company Material Adverse Effect). The Company has at all times complied with all provisions of its Charter and By-laws and is not in default under, or in violation of, any such provision. 4.2 Authorization. All corporate action has been taken on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the Notes. This Agreement and the Notes constitute the Companys valid and legally binding obligation, enforceable against the Company in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors rights and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Company represents that it has full corporate power and authority to enter into this Agreement and the Notes. 4.3 Governmental Consents. All consents, approvals, orders, or authorization of, or registrations, qualifications, designations, declarations, or filings with, any governmental authority required on the part of the Company in connection with the valid execution and delivery of this Agreement, the offer, sale or issuance of the Note, and the equity securities issuable upon conversion of the Notes, or the consummation of any other transaction contemplated by this Agreement shall have been obtained and would be effective at the Closing; provided, however, that the Company may make any applicable securities filings on a post-Closing basis which shall not affect the validity, legality and ownership of the Notes. 4.4 Compliance. The Company has, in all material respects, complied with all laws, regulations and orders applicable to its present and proposed business and has all material permits and licenses required thereby. The Company has no outstanding indebtedness to third parties other than ordinary course trade payables and has not granted any security interests in its assets. There is no term or provision of any mortgage, indenture, contract, agreement or instrument to which the Company is a party or by which it is bound, or, to the Companys knowledge, of any provision of any state or federal judgment, decree, order, statute, rule or regulation applicable to or binding upon the Company, which materially adversely affects or, so far as the Company may now foresee, in the future is reasonably likely to result in or have a Company Material Adverse Effect. To the Companys knowledge, none of the Companys current officers nor any other employee of the Company is in violation of any term of any contract or covenant (either with the Company or with another entity) relating to employment, patents, assignment of inventions, proprietary information disclosure, non-competition or non-solicitation. 4.5 Disclosure. The representations and warranties contained in this Section 4 do not contain any untrue statement of fact or omit to state any fact necessary in order to make the statements and information contained therein not misleading in any material respect. Authorized Capital Stock. The authorized capital stock of the Company consists of: [ ] shares of Common Stock, $0.0001 par value per share. Immediately prior to the Closing, [ ] shares of Common Stock will be outstanding and all outstanding shares will be validly issued, fully paid and nonassessable with no personal liability arising solely from the 4.6

ownership thereof. The stockholders of record and holders of subscriptions, warrants, options, convertible securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, are as set forth in the attached Exhibit B. Except as set forth in the attached Exhibit B, (i) no person owns of record any share of Common Stock or Preferred Stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company from the Company is authorized or outstanding and (iii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its securities any evidence of indebtedness or asset. Except as set forth in the attached Exhibit B, the Companys employee stock option plan or in the Charter, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. 5. REPRESENTATIONS AND WARRANTIES OF THE INVESTORS. Each of the Investors severally represents and warrants to the Company as follows:

5.1 Investment. Such Investor is acquiring the Notes for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; and, except as contemplated by this Agreement and the Exhibits hereto, such Investor has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. 5.2 Authority. Such Investor has full power and authority to enter into and to perform this Agreement and the Notes in accordance with their terms. Any Investor which is a corporation, limited liability company, partnership or trust represents that it has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Company. 5.3 Experience. Such Investor has carefully reviewed the representations concerning the Company contained in this Agreement and has made detailed inquiry concerning the Company, its business and its personnel; the officers of the Company have made available to such Investor any and all written information which it has requested and have answered to such Investors satisfaction all inquiries made by such Investor; and such Investor has sufficient knowledge and experience in finance and business that it is capable of evaluating the risks and merits of its investment in the Company and such Investor is able financially to bear the risks thereof. 5.4 Accredited Investor. Each Investor is an accredited investor within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission (the SEC), as presently in effect. 5.5 Restricted Securities. Each Investor understands that the Notes are characterized as restricted securities under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such Notes may be resold without registration under the Act only in certain

limited circumstances. Each Investor understands the resale limitations imposed thereby and by the Act. 5.6 Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, each Investor further agrees not to make any disposition of all or any portion of the Notes unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 5 and: (a) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) (i) Investor has notified the Company of the proposed disposition and has furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. 5.7 Legends. It is understood that the Notes may bear the following legend:



7.1 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties, provided, however, that the Company may not assign its obligations under this Agreement without the written consent of the Requisite Note Holders. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the 6

parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 7.2 Governing Law. This Agreement and the Notes shall be governed by and construed under the laws of the State of Delaware (excluding the laws and rules of law applicable to conflicts or choice of law). 7.3 Alternative Dispute Resolution.

(a) Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in the County of Santa Clara, California before one mutually selected arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. (b) Subject to the foregoing, in the event that arbitration is unsuccessful, the parties of this Agreement agree that any action brought by either party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state or federal court located in the County of Santa Clara, California. 7.4 Counterparts. This Agreement may be executed and exchanged via facsimile or .pdf signature in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 7.5 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 7.6 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed facsimile or email if sent during normal business hours of the recipient, if not so confirmed, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid or (iv) three (3) days after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the following addresses (or at such other addresses as shall be specified by notice given in accordance with this Section 7.6): ___________, Inc. _____________ Attention:

If to Investors: At their respective addresses set forth below each Investors listed on the Schedule of Investors attached hereto. 7.7 Entire Agreement; Amendments and Waivers. This Agreement, the Notes and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. The Companys agreements with each of the Investors are separate agreements, and the sales of the Notes to each of the Investors are separate sales. Nonetheless, any term of this Agreement or the Notes may be amended and the observance of any term of this Agreement or the Notes may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Requisite Note Holders; provided, however, that no such amendment, waiver or consent shall (i) reduce the principal amount of any Note without the affected Investors prior written consent, (ii) reduce the rate of the interest of any Note without the affected Investors prior written consent or (iii) modify the Schedule of Investors without the affected Investors prior written consent. Any waiver or amendment effected in accordance with this Section 7.7 shall be binding upon each party to this Agreement and any holder of any Note purchased under this Agreement at the time outstanding and each future holder of all such Notes. Notwithstanding the foregoing (but subject to Section 1.1), the Company may amend the Schedule of Investors without the consent of the Requisite Note Holders in connection with any Subsequent Closing. 7.8 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provisions were so excluded and shall be enforceable in accordance with its terms. 7.9 Market Stand-Off Agreement. Each Investor hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Companys Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (l80) days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Investor or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 7.9 shall apply only to the Companys initial offering of equity securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Investors if all officers, directors and greater than five percent (5%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Companys Initial Offering are intended third-party beneficiaries of this Section 7.9 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Investor further agrees to execute such 8

agreements as may be reasonably requested by the underwriters in the Companys Initial Offering that are consistent with this Section 7.9 or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the registrable securities of each Investor (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 7.9 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Investor agrees that a legend reading substantially as follows shall be placed on all certificates representing all registrable securities of each Investor (and the shares or securities of every other person subject to the restriction contained in this Section 7.9): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUERS REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUERS PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. 7.10 Stock Purchase Agreement. Each Investor understands and agrees that the conversion of the Notes into Conversion Shares may require such Investors execution of certain agreements in the form agreed to by investors in the Next Equity Financing relating to the purchase and sale of such securities as well as registration, co-sale, rights of first refusal, rights of first offer and voting rights, if any, relating to such securities. 7.11 Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm, corporation or stockholder, other than the Company and its officers and directors in their capacities as such, in making its investment or decision to invest in the Company. Each Investor agrees that no other Investor nor the respective controlling persons, officers, directors, partners, agents, stockholders or employees of any other Investor shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase and sale of the Notes. 7.12 Indemnity; Costs, Expenses and Attorneys Fees. The Company shall indemnify and hold each Investor harmless from any loss, cost, liability and legal or other expense, including attorneys fees of such Investors counsel, which a Investor may directly or indirectly suffer or incur by reason of the failure of the Company to perform any of its obligations under this Agreement, the Notes, any agreement executed in connection herewith or therewith, any grant of or exercise of remedies with respect to any collateral at any time securing any obligations

evidenced by this Agreement or the Notes, or any Investors execution or performance of this Agreement or any agreement executed in connection herewith. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. 7.13 Further Assurance. From time to time, the Company shall execute and deliver to the Investors such additional documents and shall provide such additional information to the Investors as any Investor may reasonably require to carry out the terms of this Agreement and the Notes and any agreements executed in connection herewith or therewith, or to be informed of the financial and business conditions and prospects of the Company. [The remainder of this page is intentionally left blank.]


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


_____________, INC. By: Name: Title:

INVESTORS: ______________ By: ________________________ Name: ______________________ Title: _______________________ Address:

_________________ By: ________________________ Name: Title: Director Address:


Investor Name: _____________ Address:

Principal Amount US$100,000

Name: _______________ Address:


Exhibit A Form of Convertible Promissory Note

Exhibit B Capitalization Table