HM SPRINGBOARD, INC. STOCK OPTION PLAN ARTICLE I. PURPOSE

Applicability. This Appendix A shall apply to any Stockholder (as defined herein) who is not subject to any other agreement with the Company that contains provisions relating to the Company’s rights with respect to Stock, such as a Stockholders Agreement.

Definitions. The following words and phrases, when the initial letter is capitalized, shall have the following meanings:

“Appraiser” shall mean Stout Risius Ross. If Stout Risius Ross is unable or unwilling to act as an appraiser and the parties cannot agree on a replacement appraiser within five (5) business days, each party to the transaction for which an appraiser is required hereunder shall choose an appraiser at the conclusion of such five- (5)- day period, and the appraisers so chosen shall promptly (within five (5) business days) select a single appraiser whose determination of Fair Market Value shall govern and shall be binding and conclusive.

“Capital Stock” means (i) shares of Stock and (whether now outstanding or hereafter issued in any context), (ii) shares of stock issued or issuable upon conversion of any securities issued by the Company and (iii) shares of stock issued or issuable upon exercise or conversion, as applicable, of stock options, warrants or other convertible securities of the Company, in each case now owned or subsequently acquired by any Stockholder, or their respective successors or permitted transferees or assigns. For purposes of the number of shares of Capital Stock held by a Stockholder (or any other calculation based thereon), all shares of any securities convertible into equity shall be deemed to have been converted into Common Stock at the then-applicable conversion ratio.

“Determined Value” means the Fair Market Value as determined by the Appraiser who will be commissioned by the Company to perform an appraisal of the applicable Capital Stock as of the applicable Valuation Date (unless the applicable parties agree to a different valuation).

“Entity” means any general partnership, limited partnership, corporation, association, cooperative, joint stock company, trust, limited liability company, business trust, joint venture, unincorporated organization and governmental entity (or any department, agency or political subdivision thereof).

“Fair Market Value” means the price, expressed in terms of cash equivalents, at which property would change hands between a hypothetical willing and able buyer and a hypothetical willing and able seller, acting at arms length in an open and unrestricted market, when neither is under compulsion to buy or sell and when both have reasonable knowledge of the relevant facts.

“Herman Miller” means Herman Miller, Inc., a Michigan Corporation.

“Permitted Transferee” means (i) with respect to any Stockholder, any trust or other Entity formed solely for the benefit of a Stockholder or a Stockholder’s siblings, lineal antecedents or descendants, children, grandchildren, spouse or any other relatives approved by the Board, provided such Stockholder retains full management and control rights over the Capital Stock, and (ii) with respect to Herman Miller, any Affiliate of Herman Miller.

“Pro Rata Share” of a Stockholder means (i) the number of shares of Capital Stock owned by such Stockholder multiplied by (ii) the ratio of (A) the total number of shares of Capital Stock being sold by Herman Miller in a Disposition pursuant to Section 5(a), divided by (B) the total number of shares of Capital Stock owned by Herman Miller immediately prior to such Disposition.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Stockholder” means each person who acquires shares of stock pursuant to the Plan or who receives an Option under the Plan.

“Transfer” shall mean to sell, assign, transfer, convey, exchange, pledge, grant a security interest in or otherwise dispose of any Capital Stock or right therein, in each case, whether made directly or indirectly, voluntarily or involuntarily, absolutely or conditionally, or by operation of law or otherwise.

Restrictions or Transfer of Capital Stock.

Prohibited Transfers.

No Stockholder shall have the right to Transfer all or any part of the Capital Stock owned or held by such Stockholder without the prior written consent of the Board. Notwithstanding the foregoing, a Stockholder may transfer Capital Stock to a Permitted Transferee.

For purposes of this Appendix, all references to Capital Stock owned or held by a Stockholder shall include all interests in Capital Stock now held or hereafter acquired by a spouse of such Stockholder (“Spouse”) as marital property or pursuant to the Spouse’s elective rights to deferred marital property or to an augmented marital property estate. The creation of an interest in the Capital Stock in the Spouse by operation of marital property or community property laws (e.g., by reason of reclassification by agreement between the Stockholder and the Stockholder’s Spouse or because the Stockholder acquires a portion or all of the Stockholder’s interest in exchange for property that is classified as marital property or community property) during such Stockholder’s lifetime shall not be deemed to be a Transfer of the Capital Stock or any portion thereof for purposes of this Section 3(a) so long as (a) the Capital Stock in which such interest is created continues to be registered in the name of such Stockholder and (b) such Stockholder maintains full management and control rights with respect to such Capital Stock; provided, however, that if either of the foregoing conditions shall cease to be satisfied, then such Stockholder and the Company shall have the option to purchase such Spouse’s interest in the Capital Stock in the sequence and manner and upon the same terms and conditions as specified in Section 3(b) hereof as if the marital relationship of such Stockholder and such Stockholder’s Spouse had been terminated. During the marriage of a Stockholder and the Stockholder’s Spouse, such Stockholder’s obligation to sell or offer to sell Capital Stock pursuant to this Appendix shall include an obligation on the part of such Stockholder’s Spouse to sell or offer to sell any interest of such Spouse in the Capital Stock in the same manner and upon the same terms and conditions. For the avoidance of doubt, a Spouse shall not be permitted to Transfer any interest in Capital Stock without the prior written consent of the Board.

Marriage, Other Involuntary Transfer, Termination of Employment.

Termination of Marriage of a Stockholder. Upon the termination of the marriage of a Stockholder, by reason of the death of such Stockholder’s Spouse or by divorce, if such Stockholder does not succeed to the marital property or other interest of such Stockholder’s Spouse in the Capital Stock held by such Stockholder, then such Stockholder shall have the right to purchase such interest from such Stockholder’s Spouse or the personal representative of such Spouse’s estate, as the case may be, at the Determined Value as set forth in clause (iv) hereof, or as otherwise agreed by the parties thereto. If such Stockholder elects to purchase all of his or her Spouse’s interest in the Capital Stock, he or she shall signify such election by delivering written notice to such effect to the Spouse or the personal representative of the Spouse’s estate, as the case may be, and to the Company within ninety (90) days after the date of the Spouse’s death or the effective date of termination of the marital relationship. If the Stockholder fails to exercise such right and option in full within such ninety (90) day period, then the Company shall have the option to purchase, during the ninety (90) day period following the later of (A) the expiration of the ninety (90) day period described in the preceding sentence, or (B) the date upon which the Company shall receive actual notice of the Spouse’s death or divorce, and the Spouse or the personal representative of the Spouse’s interest, as the case may be, shall be required to sell and transfer, some or all (as designated by the Company) of the Spouse’s interest in the Stockholder’s Capital Stock at the Determined Value as set forth in clause (iv) hereof, or as otherwise agreed by the parties thereto upon the giving of written notice to such effect to the Stockholder. With regard to shares of Capital Stock subject to the option to purchase, such Spouse or Spouse’s estate shall be under the same obligation to sell or to offer to sell such shares of Capital Stock in the same manner and upon the same terms and conditions as a Stockholder under clause (iii) hereof.

Involuntary Transfers. If any Capital Stock owned by any Stockholder shall be subject to sale or other Transfer by reason of (A) bankruptcy or insolvency proceedings, whether voluntary or involuntary, (B) incompetency or insanity or (C) distraint, levy, execution or other involuntary transfer whether by operation of law or otherwise (an “Involuntary Transfer”), then such Stockholder shall give the Company written notice thereof promptly following the occurrence of such event stating the terms of such proposed transfer, the identity of the proposed transferee, the price or other consideration, if readily determinable, for which the shares of Capital Stock are proposed to be transferred and the number of shares of Capital Stock subject to such Involuntary Transfer. Whenever the Company has any other actual notice or actual knowledge of any such attempted, impending or consummated Involuntary Transfer, it may give written notice thereof to the affected Stockholder. In either case, the Stockholder agrees to disclose in writing immediately to the Company all pertinent information in his or her, possession relating to such Involuntary Transfer. If any shares of Capital Stock are subject to any Involuntary Transfer, the Company shall at all times have the immediate and continuing right and option for a period of ninety (90) days after the Company first receives actual notice of such Involuntary Transfer to purchase such Capital Stock at the Determined Value as set forth in clause (iv) hereof, or as otherwise agreed by the parties thereto upon the giving of written notice to such effect to the Stockholder.

Termination of Employment. In the event that a Stockholder is no longer employed by the Company or any Affiliate of the Company (for any or no reason), or upon the Stockholder’s (or a Participant’s) exercise of an Option following his or her termination of employment from the Company or any Affiliate of the Company (for any or no reason), the Company shall have the option to purchase, during the ninety (90) day period following the termination of employment or any later exercise, as the case may be, and the Stockholder shall be required to sell and transfer, some or all (as designated by the Company) of the terminated Stockholder’s Capital Stock at the Fair Market Value. With regard to shares of Capital Stock subject to the option to purchase, such Stockholder shall be under the same obligation to sell or to offer to sell such shares of Capital Stock in the same manner and upon the same terms and conditions as a Stockholder under clause (iv) hereof.

Company Option. If a Stockholder’s Capital Stock is subject to the Company’s purchase option governed by clauses (i), (ii) or (iii) hereof, the Company shall at all times have the immediate and continuing right and option for a period of ninety (90) days after the Company first receives actual notice of such Transfer to purchase such shares of Capital Stock, in accordance with the provisions of this clause (iv), at the Determined Value as of the Valuation Date. For purposes of this clause (iv), the “Valuation Date” shall mean (A) in the case of a purchase to which clause (i) applies, the date of the termination of the marriage giving rise to the repurchase right, (B) in the case of a purchase to which clause (ii) applies, the date on which the Company receives actual notice or actual knowledge of the Involuntary Transfer, and (C) in the case of a purchase to which clause (iii) applies, the date on which the Stockholder’s employment terminates or the date on which the Stockholder (or Participant) exercises an Option following such employment termination, as the case may be. Notwithstanding anything herein to the contrary, if the time period for the Company to exercise its purchase right hereunder would result in negative accounting treatment for the Company with respect to the Options, then the Company’s right to exercise its purchase rights shall be delayed to the minimum extent necessary for such negative accounting treatment to be avoided, the time period set forth herein shall be measured with respect to such delayed date, and this Appendix shall be deemed amended accordingly to reflect such delay.

Assignment of Company Purchase Option. The Board may freely assign the Company’s purchase option under this subsection (b), in whole or in part. Any Stockholder who accepts an assignment of the Company’s purchase option under this subsection (b) shall assume all of the Company’s rights and obligations under this subsection (b).

Effect of Failure to Comply. Any purported Transfer not made in compliance with the requirements of this Appendix shall be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company. By exercising an Option, the Participant acknowledges and agrees that any breach of this Appendix would result in substantial harm to the Company for which monetary damages alone could not adequately compensate. Therefore, each Participant and the Company unconditionally and irrevocably agrees that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Capital Stock not made in strict compliance with this Appendix).

Exempt Transfers.

Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 3(b) and 3(c) shall not apply to any Transfer by a Stockholder to a Permitted Transferee; provided, in the case of any such transfer, that such Transfer is made pursuant to a transaction in which there is no consideration actually paid for such Transfer; provided, further in a case of any transfer pursuant to this Section, such transferee shall become a party to this Appendix by executing an Adoption Agreement in a form reasonably acceptable to the Company; provided, further, that each Stockholder proposing to make a Transfer permitted by this Section shall deliver a notice to the Company and Herman Miller not later than thirty (30) days prior to the consummation of such Transfer setting forth the name of the proposed transferee and the terms and conditions of such Transfer; and provided, further, all such permitted Transfers shall be made in compliance with applicable federal and state securities laws.

Drag-Along Rights.

Drag-Along Rights. If Herman Miller desires to sell, Transfer, redeem or otherwise dispose of at least a majority of the shares of Capital Stock owned by Herman Miller to a Person other than a Permitted Transferee (a “Disposition”), then, at the option of Herman Miller, the Stockholders shall be obligated to participate in such Disposition as set forth in this Section 5(a) on a pro rata basis on the same terms, price and conditions as Herman Miller. For purposes of this Section 5(a), each Stockholder shall be obligated to dispose of a number of shares of Capital Stock in connection with the Disposition equal to its Pro Rata Share. Herman Miller shall give the Management Stockholders written notice of any Disposition at least thirty (30) days prior to the closing of the Disposition and such notice shall (i) provide the Management Stockholders with the date of closing for the Disposition, and (ii) indicate whether Herman Miller is exercising its rights pursuant to this Section 5(a).

Indemnification Obligations. Notwithstanding anything in this Appendix to the contrary, the Stockholders shall be severally (but not jointly) obligated to join on a pro rata basis (based on each such Stockholder’s Pro Rata Share) in any indemnification obligation that Herman Miller has agreed to in connection with the Disposition subject to this Section 5 (other than any such obligations that relate specifically to a particular Stockholder, such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder’s title to and ownership of Capital Stock, for which such Stockholder shall be solely responsible); provided, however, that unless a prospective transferee permits a Stockholder to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), any escrow of proceeds of any such transaction shall be withheld on a pro rata basis among all Stockholders (based on the number of shares of Capital Stock being sold in such Disposition); provided further that no Stockholder shall be obligated in connection with such Disposition to indemnify the prospective transferee in an aggregate amount in excess of the net cash proceeds actually paid to and received by such Stockholder in such Disposition. Each Stockholder shall enter into any indemnification or contribution agreement reasonably requested by Herman Miller to ensure compliance with this Section 5. Each Stockholder shall pay its Pro Rata Share (as if such expenses reduced the aggregate proceeds available for distribution to the Stockholders in such Disposition) of the expenses incurred by the Stockholders in connection with such Disposition to the extent such expenses are incurred for the benefit of all Stockholders. Expenses incurred by any Stockholder on its own behalf (including the fees and disbursements of counsel, advisors and other Persons retained by such Stockholder in connection with such Disposition) will not be considered costs incurred for the benefit of all Stockholders and, to the extent not paid by the Company, will be the responsibility of such Stockholder.

Put and Call Rights.

Put by Stockholders. The provisions of this Section 6 shall apply solely to shares of Capital Stock that are (x) issued under the Options assumed from Design Within Reach, Inc. pursuant to the provisions of Section 1.5 of the Purchase Agreement, (y) purchased from the Company by those employees of Design Within Reach, Inc. who were permitted to purchase such shares in connection with the settlement of claims related to their purported invalid option grants, and (z) issued under the Options designated as “matching options” that are granted by the Company in connection therewith (collectively, the Options described in clauses (x) and (z) are referred to herein as the “Transaction Options”). All references herein to the “Closing Date” shall mean the Closing Date as so defined in the Purchase Agreement.

During the first Window Period (as defined below) that includes or follows the second (2^nd) anniversary of the Closing Date, a Stockholder shall have the right to require the Company to purchase at Fair Market Value from such Stockholder all or any number of the shares of Capital Stock then owned by the Stockholder equal to twenty percent (20%) of the aggregate of (A) the total number of shares of Stock subject to the Stockholder’s Transaction Options and (B) the total number of shares purchased by the Stockholder as described in clause (y) above (collectively, the “Transaction Shares”).

During the first Window Period that includes or follows the third (3^rd) anniversary of the Closing Date, the Stockholder shall have the right to require the Company to purchase from such Stockholder at Fair Market Value all or any number of shares of Capital Stock then owned by the Stockholder equal to the difference between (i) thirty percent (30%) of the Stockholder’s Transaction Shares and (ii)  the actual number of shares the Stockholder put to the Company pursuant to Section 6(a)(i).

During the first Window Period that includes or follows the fourth (4^th) anniversary of the Closing Date, the Stockholder shall have the right to require the Company to purchase from such Stockholder at Fair Market Value all or any number of shares of Capital Stock then owned by the Stockholder equal to the difference between (i) forty percent (40%) of the Stockholder’s Transaction Shares less and (ii) and the actual number of shares the Stockholder put to the Company pursuant to Sections 6(a)(i) and (ii).

During the first Window Period that includes or follows the fifth (5^th) anniversary of the Closing Date, the Stockholder shall have the right to require the Company to purchase at Fair Market Value all remaining issued and outstanding Transaction Shares owned by such Stockholder.

In the event that a Stockholder’s employment by the Company or any Affiliate of the Company terminates (for any or no reason), the Stockholder shall have the right to require the Company to purchase at Fair Market Value during the first Window Period that includes or follows such termination of employment all issued and outstanding shares of Stock owned by such Stockholder during such Window Period.

In the event that, by the end of the first Window Period that includes or follows the fifth (5th) anniversary of the Closing Date, a Stockholder shall not have sold to the Company all the Transaction Shares then owned by such Stockholder, the Company shall have the option to purchase, during the thirty (30) day period following the end of such Window Period, and the Stockholder shall be required to sell and transfer, some or all (as designated by the Company) of the Transaction Shares at their Fair Market Value.

Put Procedure. If a Stockholder shall elect to sell such Capital Stock pursuant to subsections (a)(i) through (v) above, then the Stockholder shall give written notice to the Company of such intent during the relevant Window Period. Such notice shall specify the number of shares of Stock to be sold (the “Put Stock”) . Such written notice shall constitute an offer to sell the Put Stock to the Company as provided therein. Such written notice shall be accompanied by the stock certificates for the shares of Put Stock, together with stock transfer instruments executed in blank sufficient to effect the transfer of all such Put Stock, which shall be held by the Company in trust pending completion of such transaction.

Call Procedure. If the Company shall elect to purchase such Stock pursuant to subsection (a)(vi) above, then the Company shall give written notice to the Stockholder of such intent prior to the end of the thirty (30) day call period specified in subsection (a)(vi) above. Such notice shall specify the number of shares of Stock to be purchased (the “Call Stock”).

Purchase Obligations. Upon delivery of the written notice by the Stockholder pursuant to subsection (b) hereof or the Company pursuant to subsection (c) hereof, the Company (or its designee) shall have the obligation to purchase the Put Stock, and the Stockholder shall have the obligation to sell the Call Stock, as the case may be, at a price equal to the Fair Market Value of such Stock (the “Purchase Price”). Such Purchase Price shall be payable, upon receipt of original stock certificates and duly executed stock powers evidencing the conveyance of the Stock to Company (or its designee) in form reasonably acceptable to the Company by wire transfer to an account designated by Stockholder within thirty (30) days following receipt of such written notice.

Determination of Fair Market Value; Definition of Window Period. As long as the put and/or call options set forth in this Section 6 remains outstanding, the Company shall, at its expense and on an annual basis, cause an Appraiser to determine the Fair Market Value for purposes hereof as of May 31 in accordance with Section 3(b)(iv) (the “Appraisal”). The “Window Period” shall be the sixty (60) day period following the Company’s receipt of the annual Appraisal. The Company shall provide notice to the Stockholders of the Window Period and a copy of the Appraisal to the Stockholders promptly following the Company’s receipt thereof.

Financial Information and Reports.

The Company will furnish the following information without charge to any Stockholder:

as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, with comparisons to the Approved Budget, all prepared in accordance with generally accepted accounting principles applied (“GAAP”) (except that such financial statements may (A) be subject to normal year-end audit adjustments and (B) not contain all notes thereto that may be required in accordance with GAAP); and

within sixty (60) days after the end of each fiscal year of the Company, the Company’s unaudited financial statements (balance sheet, income statement and statement of cash flow) as of the end of such fiscal year, prepared substantially in accordance with GAAP on a consistent basis (except that such financial statements may (A) be subject to normal year-end audit adjustments and (B) not contain all notes thereto that may be required in accordance with GAAP).

Inspection Rights.  The Company shall, upon reasonable notice and during normal business hours, allow each Stockholder to (i) examine the books and records of the Company, and (ii) request information at reasonable times and intervals concerning the general status of the Company’s financial condition and operations; provided, that the Company may, in its discretion, not disclose or provide access to any Stockholder to highly confidential proprietary information the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

Voting Agreement.

Agreement to Vote Shares. Each Stockholder agrees to vote all of his, her or its shares of voting securities in the Company, whether now owned or hereafter acquired or which such Stockholder may be empowered to vote (together the “Designated Shares”), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders (each such case is referred to herein as a “Vote”), the following persons shall be elected to the Board at each election of directors:  

Three (3) individuals designated by Herman Miller, Inc. (whose initial designees shall be Brian Walker, Ben Watson, and Timothy Lopez);

One (1) individual designated by Herman Miller, which individual shall be independent and shall have retail/consumer business experience;

So long as John McPhee is employed by the Company, one (1) individual designated by John McPhee (whose initial designee shall be John McPhee); and

So long as John Edelman is employed by the Company, one (1) individual designated by John Edelman (whose initial designee shall be John Edelman).

Size of the Board. Each Stockholder agrees to vote, or cause to be voted, all Designated Shares from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall be set and remain at six (6) directors.

No Voting Trusts. No Stockholder shall deposit, nor permit any entity under the Stockholder’s control to deposit, any of his or her Designated Shares in a voting trust or subject any of his or her Designated Shares to any agreement, arrangement or understanding with respect to the voting of his or her Designated Shares inconsistent with this Appendix.

Stockholder’s Representations. Each Stockholder severally represents that: (i) the Stockholder has the complete and unrestricted power and unqualified right (subject to spousal consent, if applicable) to become bound by and perform the terms of this Appendix; and (ii) this Appendix constitutes a valid and binding agreement with respect to the Stockholder, enforceable against the Stockholder in accordance with its terms.

Specific Performance and Remedies. The Company and each Stockholder (each a “party”) hereto acknowledge that it will be impossible to measure in money the damage to the other party(ies) if a party hereto fails to comply with the obligations imposed by this Appendix and that, in the event of such failure, the other party(ies) will not have an adequate remedy at law or in damages. Accordingly, injunctive relief or other equitable remedy, in addition to remedies at law or in damages, is the appropriate remedy for any such failure. No party will oppose the granting of such relief on the basis that the other party(ies) have an adequate remedy at law. Each party shall seek, and each party hereby waives any requirement for, the securing or posting of a bond in connection with any other party’s seeking or obtaining such equitable relief. In addition to all other rights or remedies which any party hereto may have against any other party hereto who defaults in the performance of such party’s obligations under this Appendix, such defaulting party shall be liable to the non-defaulting party for all litigation costs and attorneys’ fees incurred by the non-defaulting party(ies) in connection with the enforcement of any of the non-defaulting party’s rights or remedies against the defaulting party.

Legend.

Miscellaneous.

Term. This Appendix shall cease to apply, with respect to any Stockholder, when such individual ceases to be a Stockholder of the Company. Notwithstanding the foregoing, Section 12(m) shall survive the termination of this Appendix.

Stock Split. All references to numbers of shares in this Appendix shall be appropriately adjusted to reflect any stock dividend, split, combination or other recapitalization affecting the Capital Stock occurring after the date of this Plan.

Notices. All notices and other communications given or made pursuant to this Appendix 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 electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to:

Entire Agreement. This Appendix constitutes the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.

Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Appendix, upon any breach or default of any other party under this Appendix, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Appendix, or any waiver on the part of any party of any provisions or conditions of this Appendix, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Appendix or by law or otherwise afforded to any party, shall be cumulative and not alternative.

Waivers. No waivers of or exceptions to any term, condition or provision of this Appendix, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. Any amendment, termination or waiver affected in accordance with this subsection shall be binding on all parties hereto, even if they do not execute such consent.

Transfers, Successors and Assigns.

The terms and conditions of this Appendix shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Appendix, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Appendix, except as expressly provided in this Appendix.

The rights of the Stockholders hereunder are not assignable without the Company’s written consent, except by each Stockholder to any constituent, partner, member or stockholder of such Stockholder or to an entity or entities controlled by, or under common control with, such Stockholder. Except as expressly set forth herein or in connection with an assignment by the Company by operation of law to the acquirer of the Company, the rights and obligations of the Company hereunder may not be assigned under any circumstances.

Consent of Spouse. If any Stockholder is married on the date this Appendix becomes applicable to such Stockholder, such Stockholder’s spouse shall execute and deliver to the Company a consent of spouse in the form prescribed by the Company (“Consent of Spouse”), effective on the date thereof. Notwithstanding the execution and delivery thereof, such consent shall not be deemed to confer or convey to the spouse any rights in such Stockholder’s shares of Capital Stock that do not otherwise exist by operation of law or the agreement of the parties. If any Stockholder should marry or remarry subsequent to the date this Appendix becomes applicable to such Stockholder, such Stockholder shall within thirty (30) days thereafter obtain his/her new spouse’s acknowledgement of and consent to the existence and binding effect of all restrictions contained in this Appendix by causing such spouse to execute and deliver a Consent of Spouse acknowledging the restrictions and obligations contained in this Appendix and agreeing and consenting to the same.

Confidentiality. Each Stockholder agrees that such Stockholder will keep confidential and will not disclose, divulge or use for any purpose, other than to monitor its investment in the Company, any confidential information obtained from the Company pursuant to the terms of this Appendix, unless such confidential information (i) is known or becomes known to the public in general (other than as a result of a breach of this subsection by such Stockholder), (ii) is or has been independently developed or conceived by the Stockholder without use of the Company’s confidential information or (iii) is or has been made known or disclosed to the Stockholder by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that a Stockholder may disclose confidential information (A) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company, (B) to any prospective investor of any Capital Stock from such Stockholder as long as such prospective investor agrees to be bound by the provisions of this subsection, or (C) as may otherwise be required by law, provided that the Stockholder takes reasonable steps to minimize the extent of any such required disclosure.