Legal 83(b) Election Form

Legal 83(b) Election Form

This Election under Section 83(b) of the Internal Revenue Code is made effective as of the date set forth below by Taxpayer Name: whose address is (the "Taxpayer"), and Issuer Name: whose principal office is located at (the "Issuer").

Recitals

WHEREAS, the Issuer has granted or will grant to the Taxpayer certain property consisting of equity interests in the Issuer as described below; and

WHEREAS, the property is subject to restrictions, including forfeiture and vesting conditions, such that the Taxpayer's rights in the property are not fully transferable and may be subject to future vesting events; and

WHEREAS, the Taxpayer desires to make an election under Section 83(b) to include in gross income the fair market value of the property at the time of transfer as required by applicable tax law.

NOW, THEREFORE

In consideration of the foregoing recitals and the mutual covenants set forth below, the parties agree as follows.

1. Election; Statement of Election

The Taxpayer hereby elects under Section 83(b) of the Internal Revenue Code to include in the Taxpayer's gross income for the taxable year indicated below the fair market value of the property described in Section 2, less any amount paid for such property, as of the date the property was transferred to the Taxpayer. The Taxpayer affirms that this election is being made voluntarily and that the statements contained in the election are true, correct and complete to the best of the Taxpayer's knowledge and belief.

2. Description of Property and Transfer Details

Date of transfer: ,

Number of shares or units: ; Class of shares or unit designation:

Amount (if any) paid for the property: $ ; Fair market value of the property at the time of transfer (per share/unit): $ ; Aggregate fair market value: $

3. Tax Reporting and Delivery

The Taxpayer represents and warrants that the Taxpayer will file this election with the Taxpayer's federal income tax return for the taxable year in which the property was transferred and will deliver a copy of this signed election to the Issuer within a reasonable time following the date of transfer. The Taxpayer acknowledges that failure to timely file or deliver a copy may result in disallowance of the election.

4. Representations and Warranties

The Taxpayer represents that the information set forth in this election is true, correct and complete, including the stated fair market value; that the Taxpayer has sole legal and beneficial ownership of the property described herein, subject only to the restrictions expressly identified in this election; and that no portion of the property has been transferred to any other person in a transaction that would affect the Taxpayer's eligibility to make this election.

5. Governing Law

This Election shall be governed by, and construed in accordance with, the laws of the state identified by the Issuer below without regard to principles of conflicts of law.

6. Entire Agreement; Severability; Amendments; Waiver; Counterparts

Entire Agreement: This Election constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements.

Severability: If any provision of this Election is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

Amendments and Waiver: This Election may be amended or modified only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party waiving compliance.

Counterparts: This Election may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

7. Miscellaneous Provisions

Notices: Any notice required or permitted to be given hereunder shall be in writing and shall be delivered by hand, overnight courier or certified mail to the addresses set forth at the beginning of this Election, or to such other address as either party may designate by notice to the other.

Certification

The undersigned Taxpayer hereby certifies under penalties of perjury that the information contained in this Election is true, complete and correct, that the Taxpayer is the person who performed the services or otherwise received the property described above, and that the Taxpayer has furnished a copy of this Election to the Issuer.

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