Investment Vesting Agreement

INVESTMENT VESTING AGREEMENT

This Investment Vesting Agreement (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Investor desires to provide capital to Company in the amount of (Investment Amount) in exchange for certain equity interests that shall vest in accordance with the terms of this Agreement;

WHEREAS, Company desires to issue to Investor a grant of units/shares (Shares) subject to a vesting schedule established herein; and

WHEREAS, the parties wish to set forth the terms and conditions governing such investment, vesting, payment, confidentiality and the remedies upon breach.

Scope of Work

The parties acknowledge that Investor may provide advisory, strategic, or other services to Company related to the investment. Describe the scope of any services, deliverables, milestones, or performance obligations below. If no services are to be provided, state "No services."

Vesting Schedule

1. Vesting Commencement Date: The vesting commencement date for the Shares is .

2. Vesting Mechanics: Except as otherwise provided herein, Shares shall vest according to the following schedule: a cliff of months, followed by monthly vesting over a period of months thereafter, such that by the end of the vesting period a total of of the Shares will be vested.

3. Acceleration on Change of Control: Acceleration of vesting shall occur upon a Change of Control as follows: Full acceleration Partial acceleration (describe below)

Payment Terms

Investor shall deliver the Investment Amount under the following terms:

All payments not made when due are subject to the specified late fee and interest until paid. Company shall have the right to withhold vesting to the extent Investor's payment obligations remain outstanding.

Term and Termination

This Agreement commences on the Effective Date and continues until the last Share vests or until earlier termination as provided herein.

Either party may terminate this Agreement for material breach by the other party that remains uncured after the notice period set forth above. Termination shall not affect accrued rights, vested rights to Shares, or remedies available at law or equity.

Confidentiality

Each party (a Receiving Party) shall hold in confidence all non-public information disclosed by the disclosing party (Disclosing Party) relating to its business, technology, financials, customers, products, plans, or the terms of this Agreement (Confidential Information). Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was known to the Receiving Party prior to disclosure by the Disclosing Party as evidenced by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of Confidential Information.

The Receiving Party shall use Confidential Information solely for purposes of performing its obligations under this Agreement and shall take reasonable measures to prevent unauthorized disclosure. Remedies at law for breach of this confidentiality obligation will be inadequate and the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, that the execution and performance of this Agreement has been duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

Notices

Notices shall be sent to the addresses provided above and shall be effective upon delivery if delivered in person or by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration, unless otherwise mutually agreed, and the arbitrator shall have authority to award all remedies available at law or equity.

Entire Agreement; Amendment

This Agreement, together with any exhibits or schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

Survival

The provisions of this Agreement that by their nature should survive termination or expiration shall survive, including but not limited to confidentiality, representations and warranties, governing law, and remedies for breach.

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