Share Allocation Agreement

SHARE ALLOCATION AGREEMENT

This Share Allocation Agreement (the "Agreement") is made effective as of by and between Company Name: , a corporation/limited liability company, with its principal place of business at (the "Company"), and Recipient Name: of (the "Recipient"). The Company and Recipient are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Board of Directors or equivalent governing body of the Company has determined that it is in the best interests of the Company to allocate certain shares to the Recipient in consideration of the Recipient's contributions and to align the Recipient's interests with those of the Company; and

WHEREAS, the Parties desire to set forth the terms and conditions under which the shares described herein shall be allocated, including any vesting, transfer restrictions, and obligations of the Parties.

WHEREAS, capitalized terms used in this Agreement shall have the meanings set forth in Section 1 below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

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

1.1 "Allocated Shares" means the shares of the class specified in Section 2 that are allocated to the Recipient pursuant to this Agreement.

1.2 "Board" means the board of directors (or equivalent governing body) of the Company.

2. ALLOCATION OF SHARES

2.1 Allocation. Subject to the terms and conditions of this Agreement, the Company hereby allocates to the Recipient the following shares:

2.2 Issuance Date. The Allocated Shares shall be issued on (the "Issuance Date"), subject to the Recipient's execution of any required instruments and compliance with the terms of this Agreement.

3. CONSIDERATION

3.1 Consideration. In consideration for the Allocated Shares, the Recipient shall deliver to the Company the following:

3.2 Payment Terms. If monetary payment is required, payment shall be made in lawful currency of the jurisdiction designated by the Company in accordance with terms set forth in the separate payment schedule, if any, and subject to applicable tax withholding.

4. VESTING

4.1 Vesting Schedule. Unless otherwise determined by the Board in writing, the Allocated Shares shall be subject to vesting as set forth below. Vesting shall occur only in accordance with the schedule and upon continuation of the Recipient's service to the Company.

4.2 Acceleration. Vesting shall accelerate only as expressly provided in a separate written agreement approved by the Board or as otherwise required by applicable law.

5. TRANSFER RESTRICTIONS

5.1 Restriction. The Allocated Shares shall be subject to restrictions on transfer as set forth in the Company’s governing instruments and applicable law. The Recipient shall not Transfer any Allocated Shares except in compliance with this Agreement and such instruments.

5.2 Right of First Refusal. The Recipient acknowledges that transfers may be subject to a right of first refusal or other preemptive rights in favor of the Company or other stockholders as provided in the Company’s organizational documents.

6. REPRESENTATIONS AND WARRANTIES

6.1 Company Representations. The Company represents and warrants to the Recipient that: (a) it has full corporate power and authority to enter into and perform this Agreement; (b) the Allocated Shares, when issued in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of any encumbrances by the Company; and (c) the execution and delivery of this Agreement have been duly authorized by all necessary corporate action.

6.2 Recipient Representations. The Recipient represents and warrants to the Company that: (a) all information provided to the Company in connection with this Agreement is true and correct in all material respects; (b) the Recipient has the power and authority to enter into this Agreement; and (c) the Recipient is acquiring the Allocated Shares for investment for the Recipient’s own account and not with a view to the distribution thereof, except as permitted under applicable securities laws and the Company’s organizational documents.

7. TAX MATTERS

7.1 Tax Liability. The Recipient acknowledges that the Recipient is solely responsible for all tax liabilities, reporting obligations and withholding associated with the acquisition, ownership, vesting and disposition of the Allocated Shares. The Company may take such reasonable actions as required to satisfy withholding obligations, including withholding from compensation or the proceeds of any sale.

8. CONFIDENTIALITY

8.1 Confidential Information. The Recipient shall hold in strict confidence any non-public information received from the Company in connection with the Allocated Shares and shall not disclose such information except as required by law or with the Company’s prior written consent.

9. REMEDIES AND ENFORCEMENT

9.1 Specific Performance. The Parties agree that a breach of this Agreement by the Recipient may cause irreparable harm to the Company for which monetary damages would be an inadequate remedy and that the Company shall be entitled to seek injunctive relief or specific performance in addition to any other remedies available at law or in equity.

10. NOTICES

10.1 Notices. All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the Parties at their addresses set forth below (or to such other address as either Party may specify by notice to the other in accordance with this Section).

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 Entire Agreement. This Agreement, together with any exhibits, schedules and instruments referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the Parties.

12.2 Severability. If any provision of this Agreement shall be held 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 thereby.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 Amendment. This Agreement may be amended or modified only by a written instrument signed by both Parties.

13.2 Waiver. No failure or delay by any Party in exercising any right under this Agreement shall operate as a waiver of such right unless reduced to writing and signed by the waiving Party.

13.3 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. Signatures delivered by electronic means shall be effective.

14. MISCELLANEOUS

14.1 Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that the Company may assign this Agreement in connection with a merger, sale of substantially all of its assets or other change of control.

14.2 Further Assurances. Each Party shall execute and deliver such further documents and instruments and take such further actions as may be reasonably necessary to carry out the provisions and purposes of this Agreement.

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