Business Vesting Document

BUSINESS VESTING AGREEMENT

This Business Vesting Agreement (the Agreement) is entered into as of by and between the parties identified below.

Recitals

WHEREAS, the Company is duly organized and is engaged in the business described in its organizational documents and seeks to grant a conditional ownership interest to certain service providers in order to align incentives and retain key contributors;

WHEREAS, the Recipient provides services to the Company and the parties desire to set forth the terms on which a specified portion of the Recipient's interest in the Company shall vest, subject to the terms and conditions of this Agreement; and

WHEREAS, the parties intend that vesting shall occur in accordance with a schedule and upon such conditions as set forth herein and that the grant be subject to repurchase, transfer restrictions and compliance with applicable law.

Scope of Work

The Recipient shall perform the services and duties described below in return for the conditional grant described herein. The parties agree that continued performance of the Scope of Work is a material condition to vesting unless otherwise set forth in an acceleration provision below.

Vesting Schedule and Conditions

Grant: The Company hereby conditionally grants to the Recipient units of the (the Granted Interest), subject to vesting as set forth below.

Vesting Commencement Date:

Cliff and Schedule: The Granted Interest shall vest according to the following terms: initial cliff of months, followed by pro rata vesting thereafter in installments over a period of years.

Acceleration: Upon a Change of Control (as defined in the Company’s organizational agreement), the following acceleration provisions shall apply:

Full acceleration of all unvested Granted Interest
Partial acceleration upon termination without Cause within months following a Change of Control

Payment Terms

Consideration: In consideration for the grant and the obligations of the Recipient, the Recipient shall pay the Company (the Consideration), or other stated consideration as reflected in this Agreement.

Late Fee: Any past due payment shall bear interest at a rate of or the maximum rate permitted by law, whichever is less.

Term and Termination

Term: This Agreement shall commence on the Vesting Commencement Date and shall continue until the earlier of the date all Granted Interest is fully vested and delivered or the termination date set forth below.

Notice Period: Either party may terminate the Recipient's service relationship by delivering written notice at least prior to termination, subject to any repurchase or forfeiture rights below.

Effect of Termination: Upon termination of the Recipient’s service prior to vesting, any unvested Granted Interest shall be forfeited to the Company or shall be subject to the Company's repurchase right at the original consideration or at fair market value, as set forth in the Company’s governing instruments.

Confidentiality

The Recipient acknowledges and agrees that during the course of performing services and pursuant to receipt of the Granted Interest, the Recipient will have access to Confidential Information (as defined below). The Recipient shall hold all Confidential Information in strict confidence and shall not use or disclose such information except to perform duties for the Company or as required by law. "Confidential Information" includes proprietary business information, financial data, trade secrets, customer lists, strategic plans, and other non-public information learned in the course of the engagement.

The Recipient's obligations under this confidentiality provision shall survive termination of this Agreement for a period of five (5) years and as to trade secrets for as long as such information remains a trade secret under applicable law.

Compliance; Transfer Restrictions

The grant and any transfer of the Granted Interest shall be subject to applicable securities laws and the Company’s governing documents. The Recipient agrees not to sell, assign, pledge, encumber or otherwise transfer any unvested interest and acknowledges such restrictions will be reflected on the Company's books and certificates.

The Recipient represents that they are acquiring the Granted Interest for investment and not with a view to distribution, and agrees to execute any further documents reasonably necessary to comply with applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising out of or relating to this Agreement.

Entire Agreement; Amendment

This Agreement, together with any exhibits and the Company’s governing instruments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement shall be given in writing and shall be delivered to the addresses provided above or to such other address as either party may designate by notice in accordance with this Section. Notices shall be effective upon personal delivery, three days after deposit in the U.S. mail by certified mail, or one day after deposit with an overnight courier.

Miscellaneous

Severability: If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute a waiver of any subsequent breach. Headings are for convenience only and shall not affect interpretation.

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