[COMPANY NAME] COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (the Agreement ) is made as of _______,

, ____, by and between [COMPANY NAME] , a ______________ cor oration (the Com any ), and [NONPROFIT NAME] (the Purchaser )! "#C$TA%S A! Purchaser has ro&ided, and is ro&iding, consu'ting ser&ices to the Com any with res ect to community in&o'&ement acti&ities (the Ser&ices ), and, in consideration for the Ser&ices, the Com any desires to issue and se'' the Shares (as defined in Section ( be'ow) to Purchaser, and Purchaser desires to urchase the Shares from the Com any! )! The Com any*s )oard of +irectors (the )oard ) unanimous'y a ro&ed the issuance and sa'e of the Shares to Purchaser on ______________! ,C! Section ___ of the Com any*s Amended and "estated $n&estors* "ights Agreement dated _____________ ro&ides certain of the Com any*s in&estors with a right of first offer (the "ight of -irst .ffer ) with res ect to certain future sa'es by the Com any of its ca ita' stock! The issuance and sa'e of the Shares is e/em t from the "ight of -irst .ffer under Section __________ of the "ights Agreement, which ro&ides that the "ight of -irst .ffer sha'' not a 'y to the issuance or sa'e of ca ita' stock to consu'tants ursuant to stock urchase agreements a ro&ed by the Com any*s )oard of +irectors for the rimary ur ose of retaining the consu'tant*s ser&ices!0 ,+! Artic'e ______________ of the Com any*s Certificate of $ncor oration (the Certificate ) ro&ides that certain issuances of ca ita' stock by the Com any wi'' ad1ust the Con&ersion Price (as defined in the Certificate) of the Com any*s Preferred Stock (the Anti2 +i'ution Ad1ustment )! The issuance and sa'e of the Shares does not trigger the Anti2 +i'ution Ad1ustment because of Artic'e ____________________ of the Certificate, which ro&ides an e/em tion from the Anti2 +i'ution Ad1ustment for shares of ca ita' stock issued to consu'tants ursuant to an agreement a ro&ed by the ro er members of the )oard!0

A3"##4#5T 5.6 T7#"#-."#, the undersigned agree as fo''ows8 (! Sale of Stock . Sub1ect to the terms and conditions of this Agreement, on the Purchase +ate (as defined be'ow) the Com any wi'' issue and se'' to Purchaser, and Purchaser agrees to urchase from the Com any, _____________________ shares of the Com any*s Common Stock (the Shares ) at a urchase rice of 9____ er Share , ar &a'ue er share0 for a tota' urchase rice of 9______, which is greater than or e:ua' to the ar &a'ue of the shares! The term Shares refers to the urchased Shares and a'' securities recei&ed in re 'acement of or in connection with the Shares ursuant to stock di&idends or s 'its, a'' securities recei&ed in re 'acement of the Shares in a reca ita'i;ation, merger, reorgani;ation, e/change or the 'ike, and a'' new, substituted or additiona' securities or other ro erties to which Purchaser is entit'ed by reason of Purchaser*s ownershi of the Shares! <! Purchase . The urchase and sa'e of the Shares under this Agreement sha'' occur at the rinci a' office of the Com any simu'taneous'y with the e/ecution of this Agreement by the arties or on such other date as the Com any and Purchaser sha'' agree (the Purchase +ate )! The )oard has determined that the Ser&ices rendered by Purchaser on or rior to the date hereof (the Past Ser&ices) ha&e a &a'ue in e/cess of the aggregate urchase rice of the Shares! .n the Purchase +ate, the Com any wi'' de'i&er to Purchaser a certificate re resenting the Shares to be urchased by Purchaser (which sha'' be issued in Purchaser*s name) and the Purchaser sha'' agree that such Shares sha'' constitute fu'' ayment for the Past Ser&ices! =! Limita tio s o Tra sfer . $n addition to any other 'imitation on transfer created by a 'icab'e securities 'aws, Purchaser sha'' not assign, encumber or dis ose of any interest in the Shares e/ce t in com 'iance with the ro&isions be'ow and a 'icab'e securities 'aws! (a) Ri!ht of "irst Refusal . )efore any Shares he'd by Purchaser or any transferee of Purchaser (either being sometimes referred to herein as the 7o'der ) may be so'd or otherwise transferred (inc'uding transfer by gift or o eration of 'aw), the Com any or its assignee(s) sha''

<

ha&e a right of first refusa' to urchase the Shares on the terms and conditions set forth in this Section =(a) (the "ight of -irst "efusa' )! (i) Notice of Pro#ose$ Tra sfer . The 7o'der of the Shares sha'' de'i&er to the Com any a written notice (the 5otice ) stating8 (A) the 7o'der*s bona fide intention to se'' or otherwise transfer such Shares> ()) the name of each ro osed urchaser or other transferee ( Pro osed Transferee )> (C) the number of Shares to be transferred to each Pro osed Transferee> and (+) the terms and conditions of each ro osed sa'e or transfer! The 7o'der sha'' offer the Shares at the same rice (the .ffered Price ) and u on the same terms (or terms as simi'ar as reasonab'y ossib'e) to the Com any or its assignee(s)! (ii) E%ercise of Ri!ht of "irst Refusal . At any time within =? days after recei t of the 5otice, the Com any and@or its assignee(s) may, by gi&ing written notice to the 7o'der, e'ect to urchase a'', but not 'ess than a'', of the Shares ro osed to be transferred to any one or more of the Pro osed Transferees, at the urchase rice determined in accordance with subsection (iii) be'ow! (iii) Purchase Price . The urchase rice ( Purchase Price ) for the Shares urchased by the Com any or its assignee(s) under this Section =(a) sha'' be the .ffered Price! $f the .ffered Price inc'udes consideration other than cash, the cash e:ui&a'ent &a'ue of the non 2cash consideration sha'' be determined by the )oard in good faith! (i&) Pa&me t . Payment of the Purchase Price sha'' be made, at the o tion of the Com any or its assignee(s), in cash (by check), by cance''ation of a'' or a ortion of any outstanding indebtedness, or by any combination thereof within =? days after recei t of the 5otice or in the manner and at the times set forth in the 5otice! (&) Hol$er's Ri!ht to Tra sfer . $f a'' of the Shares ro osed in the 5otice to be transferred to a gi&en Pro osed Transferee are not urchased by the Com any and@or its assignee(s) as ro&ided in this Section =(a), then the 7o'der may se'' or otherwise transfer such Shares to that Pro osed Transferee at the .ffered Price or at a higher rice, ro&ided that such sa'e or other transfer is consummated within (<? days after the date of the 5otice and ro&ided further that any such sa'e or other transfer is effected in accordance with any a 'icab'e securities 'aws and the Pro osed Transferee agrees in writing that the ro&isions of this Section = sha'' continue to a 'y to the Shares in the hands of such Pro osed Transferee! $f the Shares described in the 5otice are not transferred to the Pro osed Transferee within such eriod, or if the 7o'der ro oses to change

the rice or other terms to make them more fa&orab'e to the Pro osed Transferee, a new 5otice sha'' be gi&en to the Com any, and the Com any and@or its assignees sha'' again be offered the "ight of -irst "efusa' before any Shares he'd by the 7o'der may be so'd or otherwise transferred! (b) ( )olu t a r & Tra sfer .

(i) Com#a &'s Ri!ht to Purchase u#o ( )olu t a r & Tra sfe r . $n the e&ent, at any time after the date of this Agreement, of any transfer by o eration of 'aw or other in&o'untary transfer of a'' or a ortion of the Shares by the record ho'der thereof, the Com any sha'' ha&e the right to urchase a'' of the Shares transferred at the greater of the urchase rice aid by Purchaser ursuant to this Agreement or the fair market &a'ue of the Shares on the date of transfer! A on such a transfer, the erson ac:uiring the Shares sha'' rom t'y notify the Secretary of the Com any of such transfer! The right to urchase such Shares sha'' be ro&ided to the Com any for a eriod of =? days fo''owing recei t by the Com any of written notice by the erson ac:uiring the Shares! (ii) Price for ( )olu t a r & Tra sfe r . 6ith res ect to any stock to be transferred ursuant to Section =(b)(i), the rice er Share sha'' be a rice set by the )oard of +irectors of the Com any that wi'' ref'ect the current &a'ue of the stock in terms of resent earnings and future ros ects of the Com any! The Com any sha'' notify Purchaser or his, her or its e/ecutor of the rice so determined within =? days after recei t by it of written notice of the transfer or ro osed transfer of Shares! 7owe&er, if Purchaser does not agree with the &a'uation as determined by the )oard of +irectors of the Com any, Purchaser sha'' be entit'ed to ha&e the &a'uation determined by an inde endent a raiser to be mutua''y agreed u on by the Com any and Purchaser and whose fees sha'' be borne e:ua''y by the Com any and Purchaser! (c) Assi! m e t . The right of the Com any to urchase any art of the Shares may be assigned in who'e or in art to any stockho'der or stockho'ders of the Com any or other ersons or organi;ations! (d) Restrictio s *i $i ! o Tra sfe r e es . A'' transferees of Shares or any interest therein wi'' recei&e and ho'd such Shares or interest sub1ect to the ro&isions of this Agreement! Any sa'e or transfer of the Shares sha'' be &oid un'ess the ro&isions of this Agreement are satisfied! (e) Termi a tio of Ri!hts . The "ight of -irst "efusa' in Section =(a) and the Com any*s right to re urchase the Shares in the e&ent of an in&o'untary transfer ursuant to Section =(b) abo&e sha'' terminate

u on the ear'iest to occur of (i) the first sa'e of Common Stock of the Com any to the genera' ub'ic ursuant to a registration statement fi'ed with and dec'ared effecti&e by the Securities and #/change Commission under the Securities Act of (C==, as amended (the Securities Act ), (ii) sa'e of substantia''y a'' the assets of the Com any, (iii) a merger in which the Com any is not the sur&i&or, or (i&) ac:uisition of a ma1ority of the outstanding securities of the Com any by a sing'e erson or entity! (f) Marke t Sta $off A!ree m e t . $n connection with the initia' ub'ic offering of the Com any*s securities and u on re:uest of the Com any or the underwriters managing such offering of the Com any*s securities, Purchaser agrees not to se'', make any short sa'e of, 'oan, grant any o tion for the urchase of, or otherwise dis ose of any securities of the Com any (other than those inc'uded in the registration) without the rior written consent of the Com any or such underwriters, as the case may be, for such eriod of time (not to e/ceed (D? days) from the effecti&e date of such registration as may be re:uested by the Com any or such managing underwriters and to e/ecute an agreement ref'ecting the foregoing as may be re:uested by the underwriters at the time of the Com any*s initia' ub'ic offering> ro&ided, howe&er, that a'' offers and directors of the Com any must e/ecute substantia''y identica' agreements! B! ( )estm e t a $ Ta%atio Re#rese t a t io s . $n connection with the urchase of the Shares, Purchaser re resents to the Com any the fo''owing8 (a) Purchaser is aware of the Com any*s business affairs and financia' condition and has ac:uired sufficient information about the Com any to reach an informed and know'edgeab'e decision to ac:uire the Shares! Purchaser is urchasing the Shares for in&estment for its own account on'y and not with a &iew to, or for resa'e in connection with, any distribution thereof within the meaning of the Securities Act! (b) Purchaser understands that the Shares ha&e not been registered under the Securities Act by reason of a s ecific e/em tion therefrom, which e/em tion de ends u on, among other things, the bona fide nature of Purchaser*s in&estment intent as e/ ressed herein! (c) Purchaser understands that the Shares are restricted securities under a 'icab'e A!S! federa' and state securities 'aws and that, ursuant to these 'aws, Purchaser must ho'd the Shares indefinite'y un'ess they are registered with the Securities and #/change Commission and :ua'ified by state authorities, or an e/em tion from such registration and :ua'ification re:uirements is a&ai'ab'e! Purchaser acknow'edges that the

Com any has no ob'igation to register or :ua'ify the Shares for resa'e! Purchaser further acknow'edges that if an e/em tion from registration or :ua'ification is a&ai'ab'e, it may be conditioned on &arious re:uirements inc'uding, but not 'imited to, the time and manner of sa'e, the ho'ding eriod for the Shares, and re:uirements re'ating to the Com any which are outside of the Purchaser*s contro', and which the Com any is under no ob'igation and may not be ab'e to satisfy! (d) Purchaser understands that Purchaser may suffer ad&erse ta/ conse:uences as a resu't of Purchaser*s urchase or dis osition of the Shares! Purchaser re resents that Purchaser has consu'ted any ta/ consu'tants Purchaser deems ad&isab'e in connection with the urchase or dis osition of the Shares and that Purchaser is not re'ying on the Com any for any ta/ ad&ice! E! Restricti)e Le!e $s a $ Sto#+ Tra sfer Or$ers .

(a) Le!e $s . The certificate or certificates re resenting the Shares sha'' bear the fo''owing 'egends (as we'' as any 'egends re:uired by a 'icab'e state and federa' cor orate and securities 'aws)8 (i) T7# S7A"#S "#P"#S#5T#+ )F T7$S C#"T$-$CAT# 7AG# 5.T )##5 "#3$ST#"#+ A5+#" T7# S#CA"$T$#S ACT .- (C==, A5+ 7AG# )##5 ACHA$"#+ -." $5G#ST4#5T A5+ 5.T 6$T7 A G$#6 T., ." $5 C.55#CT$.5 6$T7, T7# SA%# ." +$ST"$)AT$.5 T7#"#.-! 5. SAC7 SA%# ." +$ST"$)AT$.5 4AF )# #--#CT#+ 6$T7.AT A5 #--#CT$G# "#3$ST"AT$.5 STAT#4#5T "#%AT#+ T7#"#T. ." A5 .P$5$.5 .- C.A5S#% $5 A -."4 SAT$S-ACT."F T. T7# C.4PA5F T7AT SAC7 "#3$ST"AT$.5 $S 5.T "#HA$"#+ A5+#" T7# S#CA"$T$#S ACT .- (C==! T7# S7A"#S "#P"#S#5T#+ )F T7$S C#"T$-$CAT# 4AF )# T"A5S-#""#+ .5%F $5 ACC."+A5C# 6$T7 T7# T#"4S .- A5 A3"##4#5T )#T6##5 T7# C.4PA5F A5+ T7# ST.CI7.%+#", A C.PF .- 67$C7 $S .5 -$%# 6$T7 T7# S#C"#TA"F .- T7# C.4PA5F!

(ii)

(b) Sto#+ Tra sfer Notices . Purchaser agrees that, in order to ensure com 'iance with the restrictions referred to herein, the Com any

may issue a ro riate sto transfer instructions to its transfer agent, if any, and that, if the Com any transfers its own securities, it may make a ro riate notations to the same effect in its own records! (c) Refusal to Tra sfer . The Com any sha'' not be re:uired (i) to transfer on its books any Shares that ha&e been so'd or otherwise transferred in &io'ation of any of the ro&isions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to &ote or ay di&idends to any urchaser or other transferee to whom such Shares sha'' ha&e been so transferred! (d) Remo)al of Le!e $ . 6hen a'' of the fo''owing e&ents ha&e occurred, the Shares then he'd by Purchaser wi'' no 'onger be sub1ect to the 'egend referred to in Section E(a)(ii)8 (i) the termination of the "ight of -irst "efusa'> and (ii) the e/ iration or termination of the market standoff ro&isions of Section =(f) (and of any agreement entered ursuant to Section =(f))! After such time, and u on Purchaser*s re:uest, a new certificate or certificates re resenting the Shares not re urchased sha'' be issued without the 'egend referred to in Section E(a)(ii), and de'i&ered to Purchaser! J! No Co ti ui ! Ri!hts . 5othing in this Agreement sha'' affect in any manner whatsoe&er the right or ower of the Com any, or a arent or subsidiary of the Com any, to terminate Purchaser*s consu'ting re'ationshi , for any reason, with or without cause! K! Miscella eous .

(a) Go)er i ! La, . This Agreement and a'' acts and transactions ursuant hereto and the rights and ob'igations of the arties hereto sha'' be go&erned, construed and inter reted in accordance with the 'aws of the State of Te/as, without gi&ing effect to rinci 'es of conf'icts of 'aw! (b) E tire A!ree m e t - E forcem e t of Ri!hts . This Agreement sets forth the entire agreement and understanding of the arties re'ating to the sub1ect matter herein and merges a'' rior discussions between them! 5o modification of or amendment to this Agreement, nor any wai&er of any rights under this Agreement, sha'' be effecti&e un'ess in writing signed by the arties to this Agreement! The fai'ure by either arty to enforce any rights under this Agreement sha'' not be construed as a wai&er of any rights of such arty!

(c) Se)era .ilit& . $f one or more ro&isions of this Agreement are he'd to be unenforceab'e under a 'icab'e 'aw, the arties agree to renegotiate such ro&ision in good faith! $n the e&ent that the arties cannot reach a mutua''y agreeab'e and enforceab'e re 'acement for such ro&ision, then (i) such ro&ision sha'' be e/c'uded from this Agreement, (ii) the ba'ance of the Agreement sha'' be inter reted as if such ro&ision were so e/c'uded and (iii) the ba'ance of the Agreement sha'' be enforceab'e in accordance with its terms! (d) Co structio - /isclaime r . This Agreement is the resu't of negotiations between and has been re&iewed by each of the arties hereto and their res ecti&e counse', if any> according'y, this Agreement sha'' be deemed to be the roduct of a'' of the arties hereto, and no ambiguity sha'' be construed in fa&or of or against any one of the arties hereto! The Com any agrees and acknow'edges that Purchaser is not ro&iding, nor has it ro&ided, any 'ega' or financia' ad&ice to the Com any, inc'uding, without 'imitation, ad&ice as to state and federa' securities 'aws and the &a'uation of the Com any*s securities forming the sub1ect matter hereof! According'y, Purchaser hereby strong'y urges the Com any to retain its own 'ega' and@or financia' ad&isors to assist the Com any in e&a'uating the merits of the transactions described herein! This Agreement sha'' on'y be used for the s ecific ur oses described herein (i!e!, the sa'e of securities of the Com any to [NONPROFIT NAME] ), and is not suitab'e for any other ur ose! (e) Notices . Any notice re:uired or ermitted by this Agreement sha'' be in writing and sha'' be deemed sufficient when de'i&ered ersona''y or sent by te'egram or fa/ or BD hours after being de osited in the A!S! mai', as certified or registered mai', with ostage re aid, and addressed to the arty to be notified at such arty*s address or fa/ number as set forth be'ow or as subse:uent'y modified by written notice! (f) Cou ter # a r ts . This Agreement may be e/ecuted in two or more counter arts, each of which sha'' be deemed an origina' and a'' of which together sha'' constitute one instrument! (g) Successors a $ Assi! s . The rights and benefits of this Agreement sha'' inure to the benefit of, and be enforceab'e by the Com any*s successors and assigns! The rights and ob'igations of Purchaser under this Agreement may on'y be assigned with the rior written consent of the Com any!

,Signature Page -o''ows0

The arties ha&e e/ecuted this Agreement as of the date first set forth abo&e! [COMPANY NAME] )y8 5ame8 Tit'e8 Address8 ____________________________ ____________________________________ PURCHASER0 [NONPROFIT NAME] )y8 5ame8 Tit'e8 Address8

(?

RECE(PT [COMPANY NAME] hereby acknow'edges recei t of ser&ices rendered by [NONPROFIT NAME] in ayment of the urchase rice of

9______ for ______ shares of Common Stock of [COMPANY NAME] re resented by Certificate 5o! _____________!

+ated8 ________________ [COMPANY NAME] )y8 5ame8 Tit'e8