Legal Options Acceleration Agreement

LEGAL OPTIONS ACCELERATION AGREEMENT

This Legal Options Acceleration Agreement (the Agreement) is made as of by and between Company Name: , a corporation organized under the laws of (the Company), and Option Holder Name: , with address (the Holder). Company and Holder are each a Party and together the Parties.

RECITALS

WHEREAS, the Holder is the beneficial owner of options described in an option grant (the Option) granted under the Company’s equity plan, initially granted on , consisting of options, with an exercise price of $ per share.

WHEREAS, the Parties desire to accelerate vesting and/or exercisability of a portion or all of the Option on the terms set forth in this Agreement to facilitate liquidity, retention, or a corporate transaction.

WHEREAS, the Parties intend for certain adjustments, conditions and representations to govern the accelerated portion of the Option.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

(a) "Accelerated Options" means the number of Options made vested and, if applicable, exercisable pursuant to Section 2, equal to options, or % of the original grant, as indicated by the Parties' selection of full or partial acceleration below.

(b) "Effective Date" means the date set forth above in the opening paragraph.

2. ACCELERATION OF OPTIONS

2.1 Acceleration. Subject to the terms and conditions of this Agreement, the Company hereby accelerates the vesting and, if required by the applicable equity plan or award agreement, the exercisability of the Accelerated Options effective on the Effective Date or on such other date as set forth below.

2.2 Scope of Acceleration. The Parties select (check one): Full Acceleration (all outstanding unvested options) Partial Acceleration If Partial Acceleration is selected, the Parties confirm the Accelerated Options number or percentage stated in Section 1(a).

2.3 Effective Acceleration Date. The Accelerated Options shall accelerate on unless another date or event is specified by the Parties in writing.

3. EXERCISE PROCEDURES AND CONSIDERATION

3.1 Exercise Right. Following acceleration, Holder may exercise the Accelerated Options in accordance with the terms of the original option agreement and the Company’s equity plan, subject to the payment of the applicable exercise price and satisfaction of any exercise conditions.

3.2 Consideration. The per-share exercise price for the Accelerated Options shall be the exercise price specified in the grant: $ per share. If the Parties agree to cashless or net exercise procedures, such procedures shall be governed by the equity plan and award agreement unless otherwise expressly modified in writing by both Parties.

3.3 Payment. Holder shall pay any exercise price and any taxes that are the Holder's responsibility in such form and at such times as required by the equity plan and applicable law.

4. REPRESENTATIONS AND WARRANTIES

4.1 Company Representations. The Company represents and warrants that: (a) it has full corporate power and authority to enter into this Agreement and to grant the acceleration in accordance with its corporate governance; (b) the execution and performance of this Agreement have been duly authorized; and (c) the accelerated vesting will be recognized and reflected in the Company’s option records subject to Plan and Award Agreement provisions.

4.2 Holder Representations. The Holder represents and warrants that: (a) the Holder is the legal and beneficial owner of the Options to be accelerated and has full power and authority to enter into this Agreement; (b) the Holder’s execution of this Agreement does not violate any other agreement or obligation binding on the Holder; and (c) all information provided to the Company in connection with this Agreement is true and correct.

5. CONDITIONS PRECEDENT

The obligations of the Company to effect any acceleration under this Agreement are subject to: (a) the Holder’s execution and delivery of this Agreement; (b) compliance with the terms of the applicable equity plan and award agreement; and (c) any required corporate approvals having been obtained by the Company.

6. TAXES; WITHHOLDING

The Holder acknowledges that the acceleration or exercise of Options may create taxable income. The Holder shall be responsible for all taxes, and the Company shall have the right to withhold or collect any amounts required by law, including by withholding from other amounts payable to the Holder or by requiring payment by the Holder prior to issuance of shares.

7. TRANSFER RESTRICTIONS

Accelerated Options and any shares issued upon exercise thereof remain subject to the transfer restrictions, repurchase rights and other limitations contained in the equity plan and the original award agreement. Any purported transfer in violation of such restrictions shall be null and void.

8. REMEDIES

In the event of a breach of this Agreement by either Party, the non-breaching Party shall be entitled to all remedies available at law or in equity, including specific performance and injunctive relief, in addition to damages.

9. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, and addressed to the Parties at the addresses provided above or at such other address as either Party may designate in writing.

10. AMENDMENTS; WAIVER

Any amendment or modification to this Agreement must be in writing and executed by both Parties. No waiver of any breach shall be effective unless in writing and signed by the Party granting the waiver, and no waiver shall operate as a waiver of any other breach.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

12. ENTIRE AGREEMENT

This Agreement, together with the equity plan and the award agreement under which the Option was granted, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to best effectuate the Parties' intent.

14. COUNTERPARTS

This Agreement 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. Facsimile or electronically transmitted signatures shall be binding and deemed originals.

15. ADDITIONAL TERMS

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