VSOP Shareholder Agreement

VSOP SHAREHOLDER AGREEMENT

This VSOP Shareholder Agreement (the "Agreement") is entered into as of by and between Company Name: , an entity organized as Entity Type: Corporation LLC Other, with principal address: (the "Company"), and Shareholder Name: , with address: (the "Shareholder").

RECITALS

WHEREAS, the Company maintains a Virtual Share Option Plan (VSOP) pursuant to which it may grant rights that mirror certain economic interests in the Company without issuing legal title to shares; and

WHEREAS, the Company has agreed to grant to the Shareholder certain virtual options and economic rights subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set out the rights and obligations of the Company and the Shareholder with respect to those VSOP rights.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following definitions apply:

1.1 "VSOP" means the Virtual Share Option Plan under which the Company grants virtual options representing an economic interest in Company equity without the immediate issuance of shares.

1.2 "Option" means the particular virtual option(s) granted to the Shareholder under this Agreement entitling the Shareholder to an economically equivalent payout upon a qualifying liquidation or exit event, subject to vesting and settlement provisions herein.

1.3 "Good Leaver" and "Bad Leaver" shall have the meanings set out in Section 4 (Vesting and Termination) and shall determine the treatment of unvested Options on cessation of service.

2. GRANT

2.1 Grant. Subject to the terms and conditions of this Agreement, the Company hereby grants to the Shareholder virtual Options (the "Grant"). The economic equivalent per Option (the "Option Value") is established at the Grant Date: .

2.2 Subject to Law. The Grant is subject to applicable law, the terms of the VSOP and the provisions of this Agreement. No Options are exercisable except as explicitly provided herein.

3. VESTING

3.1 Vesting Schedule. The Options shall vest in accordance with the vesting commencement date: and the schedule set forth below or described in Schedule A:

3.2 Acceleration. In the event of a Change of Control, vested Options shall be settled in accordance with Section 5. Acceleration of vesting shall occur only to the extent explicitly agreed in writing by the Board or as provided for by a separate binding shareholder resolution.

4. VESTING UPON TERMINATION; GOOD LEAVER / BAD LEAVER

4.1 Termination Without Cause or for Good Reason. If the Shareholder's service terminates by the Company without Cause or by the Shareholder for Good Reason, the Shareholder shall be treated as a Good Leaver and shall be entitled to retain vested Options and, subject to any Board discretion, to accelerated vesting as follows:

4.2 Termination for Cause. If the Shareholder is terminated for Cause or resigns without Good Reason, the Shareholder shall be a Bad Leaver and shall forfeit unvested Options; the Company may repurchase or cancel unvested Options in accordance with the VSOP terms.

5. EXERCISE, SETTLEMENT AND PAYMENT

5.1 Method of Exercise. Options shall be capable of settlement only upon a qualifying liquidity event, such as a sale, merger or IPO, or otherwise in accordance with the VSOP rules. Upon settlement, the Shareholder shall be entitled to a cash or share-equivalent payout equal to the Option Value multiplied by the number of vested Options, less applicable taxes and deductions.

5.2 Exercise Procedure. To effect settlement, the Shareholder must deliver a written notice of exercise to the Company in the form prescribed by the Company within the exercise window following the qualifying event. The Company shall calculate the settlement amount and pay the Shareholder within the period specified by the VSOP.

6. ADJUSTMENTS

6.1 Capital Events. In the event of share subdivisions, consolidations, recapitalizations, reorganizations, or other equity restructuring, the Board shall equitably adjust the number and/or value of Options to preserve the economic intent of the Grant.

7. TRANSFER RESTRICTIONS; ROFR

7.1 Transfer. Options are personal to the Shareholder and may not be assigned, pledged, hypothecated or otherwise transferred except with the prior written consent of the Company, except as expressly permitted by applicable law or by will or intestacy.

7.2 Right of First Refusal. Before any proposed transfer of VSOP rights to a third party, the Shareholder must first offer such rights to the Company on the same terms. The Company shall have the right, but not the obligation, to purchase such rights on the offered terms within the period specified in the VSOP.

8. TAG-ALONG AND DRAG-ALONG

8.1 Tag-Along. If one or more major holders propose to sell a controlling block of shares, the Shareholder shall have a pro rata right to participate in such sale on the same terms as the selling holders, on the basis set forth in the VSOP rules.

8.2 Drag-Along. In the event a specified majority approves a sale of the Company, the Shareholder agrees to be bound by reasonable drag-along provisions obliging the Shareholder to accept the same sale terms, subject to fair market protections and the right to receive the same consideration per economic unit.

9. REPRESENTATIONS AND WARRANTIES

9.1 By the Company. The Company represents and warrants that it has all requisite corporate power and authority to enter into this Agreement and to grant the Options and that the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action.

9.2 By the Shareholder. The Shareholder represents and warrants that they have capacity to enter this Agreement, that the information provided to the Company is true and complete, and that acceptance of the Grant does not violate any agreement to which the Shareholder is a party.

10. CONFIDENTIALITY

10.1 Duty. The Shareholder shall keep confidential and not disclose any non-public information concerning the Company or its business learned in connection with the Grant except as required by law or with the Company’s prior written consent.

11. TAXES AND WITHHOLDING

11.1 Tax Liability. The Shareholder acknowledges that taxes arising in connection with the Grant, vesting, exercise or settlement of Options are the sole responsibility of the Shareholder. The Company may withhold amounts or take other measures required by applicable law to satisfy withholding obligations.

12. NOTICES

12.1 Delivery. All notices under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or registered mail to the addresses set forth below or to such other address as either party may designate by notice in writing.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 Amendment. This Agreement may be amended only by a written instrument executed by both parties and by any party required by the VSOP to approve such amendment.

13.2 Waiver. No waiver of any breach shall be effective unless in writing and signed by the party granting the waiver. No failure to exercise any right shall operate as a waiver of that right.

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

14. GOVERNING LAW; DISPUTE RESOLUTION

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

14.2 Dispute Resolution. Any dispute arising out of or in connection with this Agreement shall be resolved by binding arbitration in before a single arbitrator in accordance with the arbitration rules chosen by the parties. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

15. ENTIRE AGREEMENT

This Agreement, together with the VSOP and any schedules or exhibits expressly incorporated herein, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect thereto.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of this Agreement shall continue in full force and effect and be interpreted to carry out the parties' intent to the greatest extent permitted by law.

17. MISCELLANEOUS

17.1 Assignment. Neither party may assign this Agreement or any right hereunder without the prior written consent of the other party, except that the Company may assign its rights in connection with a merger or sale of substantially all of its assets.

17.2 Remedies. The parties acknowledge that monetary damages may be inadequate to remedy a breach and that each party shall be entitled to specific performance, injunctive relief or other equitable remedies as appropriate, in addition to any other remedies available at law or equity.

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