Stock Purchase Agreement股票购买合同-

THIS STOCK PURCHASE AGREEMENT (the Agreement ) is made as of _________,_________,_________(M/D/Y), by and between AAA, INC., a _________(Address) corporation, (the Company ), BBB LLC ( ) and CCC, a _________(Address) corporation ( Purchaser ).

WHEREAS, the Company desires to issue, and Purchaser desires to acquire, stock of the Company as herein described, on the terms and conditions hereinafter set forth;

WHEREAS, the issuance hereunder is intended to comply with the provisions of Rule 506 promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the Act ).

NOW, THEREFORE, IT IS AGREED between the parties as follows:

1. PURCHASE AND SALE OF STOCK. Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser the lesser of 1,250,000 shares of the Company’s Common Stock or that number of shares of the Company’s Common

Stock having an aggregate purchase price of $ _________ million (the Stock ) following the effectiveness of a registration statement under the Act relating to the Company’s initial public offering (the Initial Public Offering ) at a per share price equal to the per share price to the public in the Initial Public Offering; provided, however, the Company agrees not to enter into any agreement with another party to sell shares of capital stock of the Company upon more favorable terms than contained herein (excluding all securities of the Company outstanding on the date hereof or proposed to be issued pursuant to the Agreement and Plan of Merger by and between BBB, a California corporation, and the Company, including outstanding options, options reserved to be issued pursuant to the Company’s 1998 Equity Incentive Plan, warrants and other convertible securities) in a private placement transaction under the Securities Act of 1933, as amended, prior to the effectiveness of the Company’s Initial Public Offering (a New Transaction ). If the Company shall enter into such a New Transaction, the Company shall sell the Stock to the Purchaser at the price proposed in such New Transaction. The closing hereunder (the Closing ), including payment for and delivery of the Stock shall occur at the offices of Cooley Godward LLP, counsel to the Company ( Company Counsel ), 3000 Sand Hill Road, Building Three, Suite 230, Menlo Park, CA 94025, concurrently with the closing of the Initial Public Offering, or at such other time and place as the parties may mutually agree.

2. OPTION. If the Initial Public Offering does not occur by _________,_________,_________(M/D/Y), the Purchaser shall have the option to purchase $14.5 million worth of Series E Preferred Stock of BBB, the California corporation, at $ _________ per share (the Option ). Such Option shall expire on _________,_________,_________(M/D/Y). If the Initial Public Offering does not occur and the Purchaser elects to exercise such Option, Purchaser shall enter into a Series E Preferred Stock Purchase Agreement with BBB, the form of which will be the same as the Series E Preferred Stock Purchase Agreement dated _________,_________,_________(M/D/Y) between BBB and its Series E Preferred Stock holders with such changes as are reasonably requested by Purchaser.

3. LIMITATIONS ON TRANSFER. Purchaser shall not assign, hypothecate, donate, encumber or otherwise dispose of any interest in the Stock except in compliance with the provisions herein and applicable securities laws. The Company and its transfer agent shall not be required (a) to transfer on its books any shares of Stock of the Company, which shall have been transferred in violation of any of the provisions set forth in this Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.