Salesforce.com 2004 Annual Report Download - page 115

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FILED UNDER THE ACT, AS MAY BE REQUESTED BY THE COMPANY OR THE REPRESENTATIVE OF THE UNDERWRITERS."
13.3 "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR
OF THE COMPANY OR ITS ASSIGNEE, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED
HOLDER OR SUCH HOLDER'S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE
COMPANY."
13.4 "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN UNVESTED SHARE REPURCHASE OPTION IN
FAVOR OF THE COMPANY OR ITS ASSIGNEE, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE
REGISTERED HOLDER, OR SUCH HOLDER'S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL
OFFICE OF THE COMPANY."
14. PUBLIC OFFERING.
The Optionee hereby agrees that in the event of any underwritten public offering of stock, including an initial public offering of stock, made by
the Company pursuant to an effective registration statement filed under the Securities Act, the Optionee shall not offer, sell, contract to sell, pledge,
hypothecate, grant any option to purchase or make any short sale of, or otherwise dispose of any shares of stock of the Company or any rights to acquire
stock of the Company for such period of time from and after the effective date of such registration statement as may be established by the underwriter
for such public offering; provided, however, that such period of time shall not exceed one hundred eighty (180) days from the effective date of the
registration statement to be filed in connection with such public offering. The foregoing limitation shall not apply to shares registered in the public
offering under the Securities Act. The Optionee shall be subject to this Section provided and only if the officers and directors of the Company are also
subject to similar arrangements.
15. RESTRICTIONS ON TRANSFER OF SHARES.
No shares acquired upon exercise of the Option may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or
agent of the Optionee), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in any manner which violates any of
the provisions of this Agreement and, except pursuant to an Ownership Change Event, until the date on which such shares become Vested Shares, and
any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any shares which will have been transferred
in violation of any of the provisions set forth in this Option 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 will have been so transferred.
12