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Form Of Written Compensatory Agmt (founder's Stock Purchase Agmt)

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THIS FOUNDER'S STOCK PURCHASE AGREEMENT (the "Agreement") is made as of this 2nd day of January, 2000, by and between SPRINGBANK NETWORKS, INC., a Delaware corporation (the "Company"), and (the "Purchaser").

1. Purchase of Shares.

1.1 Purchase. Purchaser hereby purchases, and the Company hereby
-------- sells to Purchaser, 1,250,000 shares of the Company's Common Stock (the "Purchased Shares") at a purchase price of $0.001 per share for an aggregate purchase price of $1,250.00 (the "Purchase Price").

1.2 Payment. Concurrently with the execution of this Agreement,
------- Purchaser shall pay the Purchase Price for the Purchased Shares, by check or by cancellation of indebtedness of the Company to Purchaser. Purchaser shall also deliver to the Secretary of the Company a duly executed blank Assignment Separate from Certificate (in the form attached hereto as Exhibit A) and any
--------- additional documents required by the Company as a condition for the purchase.

1.3 Delivery of Certificates. The certificates representing the
------------------------ Purchased Shares purchased hereunder and subject to the Company's repurchase rights under Article 5 hereof shall be held in escrow by the Secretary of the Company as provided in Article 5 hereof.

2. Securities Law Compliance.

2.1 Exemption from Registration. The Purchased Shares have not been
--------------------------- registered under the Securities Act of 1933, as amended (the "1933 Act") and are being issued to Purchaser in reliance upon the exemption from such registration provided by Rule 701 of the Securities and Exchange Commission (the "Commission") for stock issuances under compensatory benefit arrangements such as this Agreement. Purchaser hereby acknowledges receipt of a copy of this Agreement.

2.2 Restricted Securities.

(a) Purchaser hereby confirms that Purchaser has been informed that the Purchased Shares are "restricted securities" under the 1933 Act and may not be resold or transferred unless the Purchased Shares are first registered under the federal securities laws or unless an exemption from such registration is available. Accordingly, Purchaser hereby acknowledges that Purchaser is prepared to hold the Purchased Shares for an indefinite period.

(b) Purchaser is aware of the adoption of Rule 144 by the Commission, promulgated under the 1933 Act, which permits limited public resales of securities

acquired in a nonpublic offering, subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the issuer, the resale occurring not less than one (1) year after the Purchaser has purchased and paid for the securities to be sold, the sale being through a broker in an unsolicited "broker's transaction" and the amount of securities being sold during any three (3) month period not exceeding specified limitations. Purchaser is aware that Rule 144 of the Commission under the 1933 Act is not presently available to exempt the sale of the Purchased Shares from the registration requirements of the 1933 Act. Purchaser further represents that he understands that at the time he wishes to sell the Purchased Shares there may be no public market upon which to make such a sale, and that, even if such a public market exists for the Company's Common Stock, the Company may not be satisfying the current public information requirement of Rule 144 or other conditions under Rule 144 which are required of the Company. If so, Purchaser understands that he will be precluded from selling the securities under Rule 144.

(c) Purchaser represents that prior to acquisition of the Purchased Shares, Purchaser acquired sufficient information about the Company to reach an informed knowledgeable decision to acquire the Purchased Shares. Purchaser has such knowledge and experience in financial and business matters as to make him capable of evaluating the risks of the prospective investment and to make an informed investment decision. Purchaser is able to bear the economic risk of his investment in the Purchased Shares. Purchaser agrees not to make, without the prior written consent of the Company, any public offering or sale of the Purchased Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until the earlier of the date on which the Company effects its initial registered public offering pursuant to the 1933 Act or the date on which it becomes a registered company pursuant to section 12(g) of the Securities and Exch ange Act of 1934.

2.3 Disposition of Shares. Purchaser hereby agrees that Purchaser
--------------------- shall make no disposition of the Purchased Shares (other than a permitted transfer under Section 4.1) unless and until:

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

(b) Purchaser shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares; and

(c) Purchaser shall have provided the Company an opinion of counsel in form and substance satisfactory to the Company, that (i) the proposed disposition does not require registration of the Purchased 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 Purchased Shares that have been sold or transferred in violation of the provisions of this Article 2 nor (ii) to treat as the owner of the Purchased Shares, or otherwise to accord voting or dividend rights to,


any transferee to whom the Purchased Shares have been transferred in contravention of this Agreement.

2.4 Restrictive Legends. In order to reflect the restrictions on the
------------------- disposition of the Purchased Shares, the stock certificates for the Purchased Shares will be endorsed with restrictive legends, including the following legend:


(b) If required by the authorities of any state in connection with the issuance of the Purchased Shares, the legend or legends required by such state authorities shall also be endorsed on all such certificates.

3. Special Provisions.

3.1 Stockholder Rights. Until such time as the Company actually
------------------ exercises its repurchase rights under this Agreement, Purchaser (or any successor in interest) shall have all the rights of a stockholder (including voting and dividend rights) with respect to the Purchased Shares, including the Purchased Shares held in escrow under Article 7, subject, however, to the transfer restrictions of Article 4.

3.2 Section 83(b)Election. Purchaser understands that under section
--------------------- 83 of the Internal Revenue Code of 1986, as amended (the "Code"), the difference between the Purchase Price paid for the Purchased Shares and their fair market value on the date any forfeiture restrictions applicable to such shares lapse will be reportable as ordinary income at that time. For this purpose, the term "forfeiture restrictions" includes the right of the Company to repurchase the Purchased Shares under Article 5 of this Agreement. Purchaser understands that he may elect to be taxed at the time the Purchased Shares are acquired hereunder to the extent the fair market value of the Purchased Shares differs from the Purchase Price rather than when such Purchased Shares cease to be subject to such forfeiture restrictions, by filing an election under section 83(b) of the Code with the I.R.S. within thirty (30) days after the date of purchase hereunder. The form for making this election is attached as Exhibit B hereto.
--------- Purchaser understands that failure to make this filing within the thirty (30) day period will result in the recognition of ordinary income by Purchaser (in the event the fair market value of the Purchased Shares increases after the date of purchase) as the forfeiture restrictions lapse. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER'S SOLE RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS BEHALF. PURCHASER IS RELYING SOLELY ON HIS



3.3 Market Stand-Off.

(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, Purchaser 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 agree to engage in any of the foregoing transactions with respect to any Purchased Shares without the prior written consent of the Company or its underwriters, for such period of time after the effective date of such registration statement as may be requested by the Company or such underwriters (not to exceed one hundred eighty (180) days). This Section 3.3 shall only remain in effect for the two-year period following the effective date of the Company's initial public offering.

(b) Purchaser shall be subject to the market standoff provisions of this Section 3.3 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 Common Stock effected without receipt of consideration, then any new, substituted, or additional securities distributed with respect to the Purchased Shares shall be immediately subject to the provisions of this Section 3.3, to the same extent the Purchased Shares are at such time covered by such provisions.

3.4 Stop Transfer. In order to enforce the provisions of Section
------------- 3.3, the Company may impose stop-transfer instructions with respect to the Purchased Shares until the end of the applicable standoff period.

4. Transfer Restrictions.

4.1 Restriction on Transfer. Purchaser shall not transfer, assign,
----------------------- encumber, or otherwise dispose of any of the Purchased Shares that are subject to the Company's Repurchase Right under Article 5. In addition, Purchased Shares that are released from the Repurchase Right shall not be transferred, assigned, encumbered, or otherwise made the subject of disposition in contravention of the Company's First Refusal Right under Article 6. Such restrictions on transfer, however, shall not be applicable if Purchaser receives prior written consent from the Company to (a) a gratuitous transfer of the Purchased Shares made to Purchaser's immediate family, including parents, siblings, spouse or issue, including adopted children, or to a trust for the exclusive benefit of Purchaser or members of Purchaser's immediate family, (b) a transfer of title to the Purchased Shares effected pursuant to Purchaser's will or the laws of intestate succession, or (c) a transfer to the Company in pledge as security for any purchase-money indebtedness incurred by Purchaser in connection with the acquisition of the Purchased Shares.


4.2 Transferee Obligations. Each person (other than the Company) to
---------------------- whom the Purchased Shares are transferred by means of one of the permitted transfers specified in Section 4.1 must, as a condition precedent to 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 (a) both the Company's Repurchase Right and the Company's First Refusal Right granted hereunder and (b) the market stand-off provisions of Section 3.3, to the same extent such shares would be so subject if retained by Purchaser.

4.3 Definition of Owner. For purposes of Articles 5, 6 and 7 of this
------------------- Agreement, the term "Owner" shall include Purchaser and all subsequent holders of the Purchased Shares who derive their chain of ownership through a permitted transfer from Purchaser in accordance with Section 4.1.

5. Repurchase Right.

5.1 Grant. The Company is hereby granted the right (the "Repurchase
----- Right"), exercisable at any time during the sixty (60) day period following the date Purchaser ceases for any reason to be a Service Provider (hereinafter defined) to the Company, to repurchase at the Purchase Price all or (at the discretion of the Company and with the consent of Purchaser) any portion of the Purchased Shares in which Purchaser has not acquired a vested interest in accordance with Sections 5.3 and 5.4 (such shares hereinafter referred to as the "Unvested Shares"). For purposes of this Agreement, Purchaser shall be deemed to be a Service Provider to the Company for so long as Purchaser renders periodic services to the Company or one or more of its parent or subsidiary corporations as an employee, director or consultant.

5.2 Exercise of the Repurchase Right. Subject to Section 5.4, the
-------------------------------- Repurchase Right shall be exercisable by written notice delivered to the Owner of the Unvested Shares prior to the expiration of the sixty (60) 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, such date to be not more than thirty (30) days after the date of notice. To the extent one or more certificates representing Unvested Shares may have been previously delivered out of escrow to the Owner, then the 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, properly endorsed for transfer. The Company shall, concurrently with the receipt of such stock certificates, pay to the Owner in cash or cash equivalents (including the cancellation of any purchase-money indebtedness), an amount equal to the Purchase Price previously paid for the Unvested Shares that are to be repurchased. The Owner agrees to cooperate affirmatively with the Company, to the extent reasonably requested by the Company, to enforce rights and obligations pursuant to this Agreement, and the Owner further agrees and acknowledges that the Company shall have the right
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