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Company, Incorporated INTERN AGREEMENT This Intern Agreement (“Agreement”) is made and entered into as of February 21, 2012 by and

between Company Incorporated, a Delaware corporation (the “Company”), and Intern (“Intern”). WHEREAS, Intern wishes to further her career goals by gaining experience and expanding her business network; WHEREAS, Company wishes to support Intern’s goals by providing the opportunity to solve real-world challenges facing its business; WHEREAS, in light of the foregoing, the Company desires to retain Intern to provide services and Intern desires to accept the position. NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: 1. SERVICES AND COMPENSATION (a) Intern agrees to perform the following services (collectively, the “Services”): Social media marketing and strategy (b) As consideration for such services, Intern shall not be entitled to receive cash compensation; however, Intern shall be entitled to receive the equity compensation indicated in Exhibit A at an exercise price equal to the fair market value of the Company’s Common Stock, which will be documented in the applicable Stock Option Agreement to be entered into by Intern and the Company. The Company will seek written approval or have a meeting of the Board of Directors to authorize the Intern compensation and deliver the definitive option agreements regarding the stock compensation within 90 days from the date of this Agreement. (c) The Company shall reimburse Intern for reasonable travel and related expenses incurred in the course of performing services hereunder, to the extent any significant such expenses are approved in advance in writing by the Company and provided that receipts for such expenses are submitted to the Company. The Company will make payments for such expenses within thirty (30) days after receipt of Intern’s invoice therefor. 2. CONFIDENTIALITY (a) Definition. “Confidential Information” means any and all information disclosed by the Company to Intern, directly or indirectly, in writing, orally, electronically, or in any other form, that is designated, at or before the time of disclosure, as confidential or proprietary, or provided under circumstances reasonably indicating that the information is confidential or
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(b) Non-Use and Non-Disclosure. “Inventions”) conceived. improvements. or upon Company's earlier request. developments. including. research. inventions. during or subsequent to the term of this Agreement. Intern agrees that all copyrightable material. records. contract and financial information. drawings. discoveries and trade secrets (collectively. and that Intern will not bring onto the premises of the Company any unpublished document or proprietary information belonging to such employer. (iii) has been rightfully received by Intern from a third party who is authorized to make such disclosure. liabilities. Intern further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. Upon the termination of this Agreement. Intern will deliver to the Company all of the Company's property or Confidential Information that Intern may have in Intern's possession or control. designs. (c) Former or Current Employer's Confidential Information. (d) Third Party Confidential Information. made or discovered by Intern. firm or corporation or to use it except as necessary in carrying out the services for the Company consistent with the Company's agreement with such third party. person or entity unless consented to in writing by such employer. designs. Intern agrees that Intern will not. customer lists. drawings. use the Company's Confidential Information for any purpose whatsoever (other than the performance of the Services on behalf of the Company) or disclose the Company's Confidential Information to any third party. trade secrets. business plans. solely or in collaboration with others. arising out of or in connection with any violation or claimed violation of a third party's rights resulting in whole or in part from the Company's use of the work product of Intern under this Agreement. formulas. product ideas. during the period of this Agreement which relate in any manner to the business of the -2- . if any. person or entity. notes. improperly use or disclose any proprietary information or trade secrets of any former or current employer or other person or entity with which Intern has an agreement or duty to keep in confidence information acquired by Intern. (ii) has become publicly known and made generally available through no wrongful act of Intern. damages and expenses. and the terms of this Agreement. Intern agrees that Intern owes the Company and such third parties. 3. Intern will indemnify the Company and hold it harmless from and against all claims.proprietary. including reasonable attorneys fees and costs of suit. personnel. a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person. Intern recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. during the term of this Agreement and thereafter. during the term of this Agreement. OWNERSHIP (a) Assignment. Intern will not. without limitation. It is understood that said Confidential Information shall remain the sole property of the Company. technical data. (e) Return of Materials. or (iv) is approved for release by written authorization of the Company. product plans. Confidential Information does not include information that (i) is known to Intern at the time of disclosure to Intern by the Company as evidenced by written records of Intern.

including the disclosure to the Company of all pertinent information and data with respect thereto. and further certifies that Intern will not enter into any such conflicting agreement during the term of this Agreement. or its designee. Intern agrees that if the Company is unable because of Intern's unavailability. Intern incorporates into any Invention developed hereunder any invention. in writing before incorporating such invention. improvement. perpetual. The Intern acknowledges that Intern's obligations to any employer or under any other consulting or Intern relationship shall in no way affect the Intern's obligations to the Company pursuant to Section 2 and Section 3. worldwide license to make. Intern further agrees to assign (or cause to be assigned) and does hereby assign fully to the Company all Inventions and any copyrights. development.Company that Intern may be directed to undertake. copyright and mask work registrations thereon with the same legal force and effect as if executed by Intern. patents. discovery or other proprietary information owned by any third party into any Invention without Company's prior written permission. Intern further agrees that Intern's obligation to execute or cause to be executed. assigns and nominees the sole and exclusive right. discovery or other proprietary information into any Invention. concept. then Intern hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Intern's agent and attorney in fact. improvement. to secure Intern's signature to apply for or to pursue any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions assigned to the Company above. specifications. title and interest in and to such Inventions. Intern agrees that if in the course of performing the Services. concept. 4. or that would preclude Intern from complying with the provisions hereof. CONFLICTING OBLIGATIONS Intern certifies that Intern has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement. -3- . (c) Pre-Existing Materials. are the sole property of the Company. Intern agrees to assist Company. (i) Intern shall inform Company. mask work rights or other intellectual property rights relating thereto. oaths. and (ii) the Company is hereby granted and shall have a nonexclusive. its successors. assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company. Intern shall not incorporate any invention. the execution of all applications. to secure the Company's rights in the Inventions and any copyrights. investigate or experiment with. modify. irrevocable. (b) Further Assurances. patents. development. dissolution. and any copyrights. or which Intern may become associated with in work. concept. patents. mask work rights or other intellectual property rights relating thereto. investigation or experimentation in the line of business of Company in performing the services hereunder. at the Company's expense. use and sell such item as part of or in connection with such Invention. royalty-free. discovery or other proprietary information owned by Intern or in which Intern has an interest. development. when it is in Intern's power to do so. (d) Attorney in Fact. improvement. any such instrument or papers shall continue after the termination of this Agreement. have made. mental or physical incapacity. to act for and in Intern's behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents. or for any other reason. mask work rights or other intellectual property rights relating thereto in any and all countries.

ASSIGNMENT Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Intern without the express written consent of the Company. with or without cause. whether written or oral. unenforceable or void. Intern will become a reclassified employee and will receive no benefits except those mandated by state or federal law. 8. paid vacation. in addition to any other relief to which that party may be entitled. and Intern agrees to and acknowledges the obligation to pay all self-employment and other taxes thereon. 9. 7. 10. and 401(k) participation.5. Upon such determination that any term or other provision is illegal. INDEPENDENT CONTRACTOR It is the express intention of the parties that Intern is an independent contractor. sick leave. BENEFITS Intern acknowledges and agrees and it is the intent of the parties hereto that Intern receive no Company-sponsored benefits from the Company either as an Intern or employee. SEVERABILITY In the event that any term or provision hereof becomes or is declared by a court of competent jurisdiction to be illegal. by the giving of written notice to the other party. ATTORNEY'S FEES In any court action at law or equity which is brought by one of the parties to enforce or interpret the provisions of this Agreement. If Intern is reclassified by a state or federal agency or court as an employee. and shall incur all expenses associated with performance. 3 (Ownership) and 7 (Independent Contractors) shall survive termination of this Agreement. medical insurance. employee or representative of the Company. with respect to the subject matter hereof. 11. 12. TERM AND TERMINATION Either the Intern or the Company may terminate this agreement at any time for any reason or no reason. but Intern shall perform the Services hereunder as an independent contractor. Intern acknowledges and agrees that Intern is obligated to report as income all compensation received by Intern pursuant to this Agreement. except as expressly provided in Section 1 (Services and Compensation) hereof. but are not limited to. Nothing in this Agreement shall in any way be construed to constitute Intern as an agent. unenforceable or void. Upon such termination all rights and duties of the parties toward each other shall cease except Sections 2 (Confidentiality). GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles. Intern agrees to furnish (or reimburse the Company for) all tools and materials necessary to accomplish this contract. the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that -4- . ENTIRE AGREEMENT This instrument contains the entire agreement of the parties and supersedes any prior agreements between them. the prevailing party will be entitled to reasonable attorney's fees. all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. 6. even if by the terms of the Company's benefit plans in effect at the time of such reclassification Intern would otherwise be eligible for such benefits. Such benefits include.

the parties hereto have executed this Agreement as of the day and year first above written.the transactions contemplated hereby are consummated as contemplated to the greatest extent possible. Incorporated By: Name: Title: -5- . IN WITNESS WHEREOF. INTERN Intern Company.