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Contents

  1. (No Heading)
    1. Overview
    2. Stock Purchase
      1. Shares
      2. Purchase Price
      3. Record of Ownership
    3. Property Assignment
      1. Assignments
        1. Assignment of Intellectual Property
        2. Assignment of Equipment
      2. Further Steps
      3. Further Steps by Company on Your Behalf
        1. Company's Authority
        2. Legal Intent
      4. Statements about Property
    4. Limits on Transfer
    5. Vesting
      1. Repurchase Option
      2. Vesting Schedule
      3. Acceleration
        1. Double-Trigger Acceleration
      4. Repurchase Option Terms
    6. Right of First Refusal
      1. Notice of Proposed Transfer
      2. Exercise of Right of First Refusal
      3. Payment for Right of First Refusal
      4. Right to Transfer
      5. Family Exception
    7. Right to Purchase on Involuntary Transfer
    8. Assignment of Company Rights
    9. Termination of Company Rights
    10. Lock-Up
    11. Escrow
    12. Statements about Securities and Tax
    13. Restrictive Legends and Stop-Transfer Notices
      1. Legends
        1. Unregistered Securities Legend
        2. Transfer Restriction Legend
      2. Stop-Transfer Notices
      3. Refusal to Transfer
      4. Legend and Notice Removal
    14. Shareholder Notices
    15. Section 83(b) Election
      1. Statements about 83(b)
    16. Defined Terms
    17. Miscellaneous
      1. Termination at Will
      2. Governing Law
      3. Entire Agreement
      4. Amendments and Waivers
      5. Successors and Assigns
      6. Notices
      7. Severability
      8. Construction
      9. Counterparts
      10. Electronic Delivery
      11. Consent of Spouse
  2. Stock Power
  3. 83(b) Acknowledgment and Statement
  4. 83(b) Election
  5. Receipt
  6. Receipt and Consent

This common stock purchase agreement of is between , a Delaware corporation (the Company), and (You).

The parties agree:

Overview

These points give a loose summary of some of the important parts of this agreement, with references to specific parts of this agreement:

This agreement covers Your purchase of shares of common stock in the Company. The Company agrees to sell You stock in Shares, and You agree to buy the stock with cash and property you assign to the Company in Purchase Price.You assign the property to the Company in Property Assignment.If You are married, Your spouse signs this agreement and related documents with You, since they may have rights in property acquired during marriage.

Your stock is subject to "vesting" under Vesting. That means You give the Company a right to buy Your shares back from You in Repurchase Option. As Your stock vests under Vesting Schedule, that right applies to less of Your stock. In specific situations, vesting happens faster, or "accelerates", under Acceleration.

To prevent Your shares falling into unfamiliar or unwelcome hands against your will, You give the Company the right to buy them instead in Right to Purchase on Involuntary Transfer.

To help ensure that any future IPO goes well, You promise to agree to hold off selling Your shares immediately after the Company goes public in Lock-Up.

Stock sales are highly regulated. You make statements in Statements about Securities and Tax about Your relationship to the Company, Your plans for Your shares, and legal rules that limit how and when You might sell Your shares that are very important under securities laws.

Tax laws also apply to Your purchase. You make several statements about tax in Statements about Securities and Tax. Since You have decided to make an 83(b) election, You make a statements about Your choice and Your responsibility to file with the IRS in Section 83(b) Election.

To protect the Company's rights and prevent administrative mishaps, You and the Company agree to process and legal mechanisms that affect Your stock in Escrow, Restrictive Legends and Stop-Transfer Notices, and Shareholder Notices.

Some terms in this agreement are given specific meanings in Defined Terms.

Stock Purchase

Shares

Subject to this agreement, on the date of this agreement or on another date agreed on by the parties (the Purchase Date), the Company shall issue and sell to You, and You shall purchase from the Company, shares of the Company's common stock (Your Shares).

Purchase Price

On the Purchase Date, You shall pay per share for Your Shares (the Original Price per Share), for a total purchase price of (the Total Purchase Price). You pay half the Total Purchase Price by assigning property to the Company under Property Assignment, and You shall pay the other half of the Total Purchase Price by check made out to the Company.

Record of Ownership

On the Purchase Date, Company shall list Your Shares in Your name as of the Purchase Date in the Company's stock ledger and list of stockholders, or with the authorized transfer of the Company if it has one. On Your request, the Company shall give You Notice of issuance for Your Shares.

Property Assignment

Assignments

You make the these assignments (the Assignments):

Assignment of Intellectual Property

As of the date of this agreement, You assign all Your rights in Company-Related Intellectual Property to the Company. Those rights include:

ownership of Company-Related Intellectual Property

all rights to take Legal Action for Infringement of Company-Related Intellectual Property

all rights to seek Legal Compensation for Infringement of Company-Related Intellectual Property

all other rights You have in Company-Related Intellectual Property

Assignment of Equipment

As of the date of this agreement, You assign all Company-Related Equipment to the Company.

Further Steps

You shall do everything the Company reasonably believes necessary to make and confirm the Assignments. For example, You shall sign and deliver any additional documents needed. Company shall give You Notice that action is required and provide all necessary documentation and reimburse You for all reasonable out-of-pocket expenses.

Further Steps by Company on Your Behalf

Company's Authority

Company may do any or all of the these on Your behalf, as Company decides:

Company may demand and receive, and give receipts and releases for, Assigned Assets.

Company may take Legal Action to enforce rights in Assigned Assets.

Company may defend against or settle any Legal Action involving Assigned Assets.

Company may substitute another in its place to take action under Company's Authority.

Legal Intent

In legal terms of art, Company and You intend Company's Authority to appoint Company as Your "attorney in fact with full right of substitution".

Statements about Property

You states that all of these are true, to the best of Your knowledge, as of the date of this agreement:

You have all legal rights needed to make the Assignments.

No Assigned Assets are subject to any Legal Action or any contract, license, or other assignment.

No one else has any lien on or other right to any Assigned Assets that will interfere with or limit the rights Company receives by the Assignments.

No employer, client, educational institution, or other organization You have been affiliated with has any claim on any Assigned Assets.

No one else has claimed any rights in Assigned Assets.

Limits on Transfer

As used elsewhere in this agreement, Covered Securities means all of these:

Your Shares

all securities received in connection with Covered Securities as a result of stock dividends or splits

all securities received in replacement of Covered Securities in a recapitalization, merger, reorganization, exchange or the like

all new, substituted or additional securities or other property to which holders of Covered Securities are entitled as owners of those securities

You shall not assign, encumber, or dispose of any interest in Covered Securities except to the extent allowed by, and in compliance with, both this agreement and securities laws.

All recipients of Covered Securities or any interest in Covered Securities will receive and hold such Covered Securities and interests subject to the Repurchase Option and other terms of this agreement. Any sale or other transfer of the Covered Securities in violation of this agreement is void.

Vesting

Repurchase Option

On Termination, the Company will have an irrevocable and exclusive option (the Repurchase Option) to repurchase all or any portion of Your Shares held by You as of Termination that have not yet been released from the Repurchase Option (Unvested Shares). of Your Shares will start subject to the Repurchase Option (the Vesting Shares).

Vesting Schedule

Subject to Acceleration, Vesting Shares will release from the Repurchase Option (Vest):

Vesting Shares will Vest on (the Cliff).

An additional Vesting Shares will Vest on the day of each month (or the last day of the month, if there is no such day) after the Cliff, until all Vesting Shares Vest.

No Vesting Shares will Vest on or after the date of Termination.

Acceleration

Acceleration Trigger means any of these that happens in connection with or following a Change of Control:

Your Continuous Service Status terminates, other than as a result of Your death or Disability, and the Company determines in good faith that there was no Good Reason to Terminate.

You resign and all of these are true:

You give Notice of a Good Reason to Resign within 60 calendar days of when it happens (Resignation Notice).

The Company does not act to remove the Good Reason to Resign within 30 calendar days of receiving Resignation Notice.

You resign effective no later than 60 calendar days after giving Resignation Notice.

Your Continuous Service Status terminates on resignation.

You are a Director of, but neither an Employee nor a Consultant of, the Company or its successor on consummation of a Change of Control and You are removed from, or is not reelected to, the Board in connection with or following the Change of Control.

Double-Trigger Acceleration

of then Unvested Shares (Accelerated Shares), rounded up to the nearest whole share, will Vest on any Acceleration Trigger. In case of an Asset Sale, if the acquirer of the Company's assets does not agree to assume this agreement, or to substitute an equal award or right for this agreement, and You transfer Your employment to the acquirer in connection with the Asset Sale, then Accelerated Shares will Vest immediately before, and contingent on, the consummation of the Asset Sale. Otherwise, Accelerated Shares will Vest immediately before the date of the Acceleration Trigger.

Repurchase Option Terms

The exercise price of the Repurchase Option will be the Original Price per Share, adjusted for any stock splits, stock dividends, and the like, multiplied by the number of Unvested Shares for which the Repurchase Option is exercised (the Repurchase Price).

The Repurchase Option will expire at 23:59 San Francisco time on the date calendar days after the date of Termination (the Repurchase Option Expiration Date).

The Company may exercise the Repurchase Option at any time before the Repurchase Option Expiration Date.

Unless the Company gives You Notice that it does not intend to exercise its Repurchase Option for some or all Unvested Shares before the Repurchase Option Expiration Date, the Company will be deemed to exercise the Repurchase Option for all Unvested Shares on the Repurchase Option Expiration Date (Automatic Repurchase). The Company may give You Notice that Automatic Repurchase will occur as of any earlier date, or for only some part of the Unvested Shares. On Automatic Repurchase, the Company will become the legal and beneficial owner of the Unvested Shares for which the Repurchase Option is exercised, will have all rights and interest in and related to those Unvested Shares, and will have the right to transfer them to its own name without further action by You.

The Company shall pay the Repurchase Price by Check and Canceled Debt. If You are indebted to the Company on Automatic Repurchase and the Company does not otherwise pay the Repurchase Price, an amount of Your debt equal to the Repurchase Price will be deemed canceled as of the date of Automatic Repurchase.

Right of First Refusal

Subject to Family Exception:

The Company will have a right of first refusal to purchase any Covered Securities (Right of First Refusal). Neither You nor any other holder of Covered Securities subject to this agreement (Holder) shall sell or otherwise transfer Covered Securities, for a price, by gift, by operation of law, or otherwise, except under Exercise of Right of First Refusal or Right to Transfer.

Notice of Proposed Transfer

Each Holder shall give the Company Notice of any intent to sell or otherwise transfer Covered Securities (Proposed Transfer Notice). The Holder shall state all of these in the Proposed Transfer Notice:

the name of each proposed transferee (Proposed Transferee)

the number and type of Covered Securities to be transferred to each Proposed Transferee (Proposed Transfer Securities)

the purchase price of each proposed transfer (the Transfer Purchase Price)

the other terms of each proposed transfer (Proposed Transfer Terms)

Exercise of Right of First Refusal

At any time within 30 calendar days after receipt of a Proposed Transfer Notice, the Company may elect to purchase any or all Covered Securities the Holder intends to transfer, at the Transfer Purchase Price and on the Proposed Transfer Terms (or terms as similar as possible), by giving Notice to the Holder. If the Transfer Purchase Price consists of no legal "consideration" (for example, in the case of a gift), the purchase price will be the Fair Market Value of the Covered Securities as of the date of purchase. If the Transfer Purchase Price includes non-cash property, the cash value of the non-cash property will be its Fair Market Value as of the date of purchase.

Payment for Right of First Refusal

The Company shall pay the Transfer Purchase Price by Check and Canceled Debt within 60 calendar days of receipt of Proposed Transfer Notice.

Right to Transfer

A Holder may sell or otherwise transfer any unpurchased Proposed Transfer Securities, subject to all these conditions:

The Proposed Transfer Securities are not purchased by the Company under Exercise of Right of First Refusal.

The Proposed Transfer Securities are sold to the Proposed Transferee on the Proposed Transfer Terms and for no less than the Transfer Purchase Price.

The transfer is consummated before 23:59 San Francisco time on the date 120 calendar days after the Company receives Proposed Transfer Notice (Transfer Deadline).

The Proposed Transferee agrees in writing that Limits on Transfer will continue to apply to the Proposed Transfer Securities.

The transfer complies with securities laws, and if the Company, in consultation with legal counsel, requires a legal opinion that the transfer complies with securities laws, Holder provides delivers such an opinion to the Company before transferring.

If Proposed Transfer Securities described in Proposed Transfer Notice are not transferred to a Proposed Transferee before their Transfer Deadline, but the Holder still intends to sell the Proposed Transfer Securities, or whenever a Holder proposes price or other terms more favorable to a Proposed Transferee, the Holder shall give new Proposed Transfer Notice, and Right of First Refusal shall apply to that proposed transfer as if the new Proposed Transfer Notice were the first Proposed Transfer Notice for the transfer.

Family Exception

Any Family Transfer will be exempt from Right of First Refusal. Recipients of Covered Securities by Family Transfer will receive and hold transferred Covered Securities subject to, and there will be no further transfer of such Covered Securities except under, Limits on Transfer.

Right to Purchase on Involuntary Transfer

Any Holder shall give the Secretary of the Company prompt Notice of any Involuntary Transfer (Involuntary Transfer Notice).

On any Involuntary Transfer, the Company will have an irrevocable and exclusive option (an Involuntary Transfer Option) to repurchase all or any portion of the Covered Securities transferred.

The exercise price of an Involuntary Transfer Option will be the Fair Market Value of the Covered Securities on the date of the Involuntary Transfer.

An Involuntary Transfer Option will expire at 23:59 San Francisco time on the date 30 calendar days after the date corresponding Involuntary Transfer Notice was received.

The Company may exercise an Involuntary Transfer Option any time before its expiration date.

Assignment of Company Rights

The Company may assign all or part of the Repurchase Option, the Right of First Refusal, the Involuntary Transfer Option, or any other Company right to purchase Covered Securities, for any number of Covered Securities and any proposed transfer, to any number of other parties.

Termination of Company Rights

The Right of First Refusal and any Involuntary Transfer Option will terminate on the first Initial Public Offering or Acquisition by a Public Company.

Lock-Up

If requested by the Company or the underwriters in connection with an Initial Public Offering, You shall not sell, short sell, loan, grant any option to purchase, or otherwise dispose of any securities of the Company, regardless of how You acquired them (except for those being registered) without the prior written consent of the Company or the underwriters, for 180 days from the effective date of the registration statement, plus any additional period required by FINRA rules. If requested by the Company or the underwriters, You shall enter into an agreement requested by the underwriters that reflects that restriction (a Lock-Up Agreement).

Escrow

To facilitate enforcement of Limits on Transfer, You shall deliver a stock power in the form of Stock Power signed by You and Your spouse (if required for transfer), in blank, as well as stock certificates for Your Shares, if any, to the Secretary of the Company or the Secretary's designee as escrow holder (Escrow Holder). Escrow Holder will hold the stock power, Your Shares, and any stock certificates in escrow, and to take all actions and make transfer and releases required under this agreement. You acknowledge that the Escrow Holder is irrevocably appointed escrow holder with the these authorities, and that the appointment is an important reason Company is willing to enter into this agreement.

Escrow Holder will not be liable to any party to this agreement (or to any other party). The Escrow Holder may rely on any letter, notice, or other document with a purportedly genuine signature, and may resign at any time. If the Escrow Holder resigns, the Board may appoint a new new escrow holder.

Statements about Securities and Tax

You state that all these are true:

You are aware of the Company's business affairs and financial condition and has enough information about the Company to make an informed and knowledgeable decision to purchase Your Shares. You are purchasing Your Shares only for investment and for Your own account, not with a view to, or for resale in connection with, any "distribution" of Covered Securities under the Securities Act or state law. You do not intend to transfer any Covered Securities.

You understand that sales of securities like Your Shares and other Covered Securities are regulated by the Securities Act, Exchange Act, related rules, and other complex state and federal laws. You understand that illegal sales of securities carry severe civil and criminal penalties.

You understand that Covered Securities have not been registered under the Securities Act, that the Company is instead relying on an exemption from registration, and that the exemption depends on the honesty and genuineness of Your investment intent, as expressed in this agreement, and other factors.

You understand that Covered Securities must be held indefinitely unless they are registered under the Securities Act or an exemption from registration becomes available. You understand that the Company is under no obligation to register any securities.

You are familiar with Rule 144 under the Securities Act, which allows limited public resale of some "restricted securities" in non-public offerings on certain conditions, among them that the issuer be subject to reporting requirements of the Exchange Act, that holders hold securities for given time periods before resale, volume restrictions, and brokered transaction requirements. You understand the Company gives no assurance that any Covered Securities will ever be eligible for resale under Rule 144.

You understand that if any requirement of Rule 144 is not satisfied, legal resale of Covered Securities will require registration under the Securities Act, compliance with Regulation A, or some other registration exemption. You understand that, despite the fact that Rule 144 is not exclusive, the staff of the Securities and Exchange Commission has opined that those proposing to sell private placement securities other than in a registered offering and other than under Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available, and that such sellers and their respective brokers who participate in such transactions do so at their own risk.

You have reviewed, and is not subject to any of, the "Bad Actor" disqualifications of Rule 506(d)(1)(i) through (viii) under the Securities Act.

You understands that You may suffer adverse tax consequences as a result of Your purchase or disposition of Covered Securities. You have consulted with all tax advisers You deem advisable in connection with the purchase or disposition of Your Shares. You are not relying on the Company for any tax advice.

Restrictive Legends and Stop-Transfer Notices

Legends

Any stock certificate or, in the case of uncertificated securities, any notice of issuance, for the Covered Securities, will bear these legends, in addition to any legends required by law:

Unregistered Securities Legend

"The referenced securities have not been registered under the Securities Act of 1933, and have been acquired for investment and not with a view to, or in connection with, sale or distribution. No sale or distribution is permitted without an effective registration statement for the securities or an opinion of legal counsel, satisfactory to the company, that such registration is not required under the Securities Act of 1933."

Transfer Restriction Legend

"The referenced securities may be transferred only under an agreement between the company and the stockholder, a copy of which is on file with the Secretary of the company, who will provide a copy on request free of charge."

Stop-Transfer Notices

You agree that, to ensure compliance with the restrictions of this agreement, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own stock ledger and list of shareholders (Stop-Transfer Notices).

Refusal to Transfer

The Company will not be required to do any of these:

transfer on its books any Covered Securities that have been sold or otherwise transferred in violation of any of the provisions of this agreement

treat any purchaser or other transferee who received Covered Securities in violation of this agreement as the owner of those Covered Securities, or to accord them rights to vote or receive dividends

Legend and Notice Removal

Covered Securities will no longer be subject to the legend specified in Transfer Restriction Legend, and the Company will remove Stop-Transfer Notices made under this agreement, when all these have occurred:

The Right of First Refusal has terminated.

The Company has fully exercised the Repurchase Option, or the Repurchase Option has expired.

The restrictions of Lock-Up and any Lock-Up Agreement have expired.

When a Holder's Covered Securities are no longer subject to the legend, the Holder may request that the Company issue a new stock certificate (or notice of issuance, for uncertificated shares) for those Covered Securities without the legend, and the Company shall do so.

Shareholder Notices

You acknowledge that the Covered Securities are issued and will be held subject to all provisions of Restrictive Legends and Stop-Transfer Notices and the Company's Governing Documents. Copies of the Governing Documents are on file with the Secretary of the Company. The Company will provide a statement of the powers, designations, preferences, and relative, participating, optional, or other special rights of each class or series of stock of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights, as well as a copy of that statement, to any stockholder on request and without charge at the principal office of the Company. You acknowledge that the provisions of Restrictive Legends and Stop-Transfer Notices will constitute the notices required by Sections 151(f) and 202(a) of the Delaware General Corporation Law (DGCL). You waive the requirement of DGCL section 151(f) that it receive the written notice provided for in DGCL sections 151(f) and 202(a) within a reasonable time after the issuance of Covered Securities.

Section 83(b) Election

Statements about 83(b)

You state that all these are true:

You understand that Section 83(a) of the Internal Revenue Code of 1986 (the Tax Code) taxes the difference between the amount paid for Your Shares and the fair market value of the Covered Securities as of the date they Vest as ordinary income.

You understand that You may elect to be taxed when Your Shares are purchased, rather than when they Vest, by filing an election under Section 83(b) of the Tax Code (an 83(b) Election) with the IRS within 30 days from the date of purchase.

You understands that even if the fair market value of Your Shares on the Purchase Date equals the Total Purchase Price, an 83(b) Election must be made to avoid income under Section 83(a) in the future.

You understands that failure to file an 83(b) Election on time may have severe tax consequences for You.

You understand that an additional copy of any 83(b) Election should be filed with Your federal income tax return for the calendar year encompassing the Purchase Date.

You acknowledge that this is only a summary of the effect of United States federal income taxation on purchase of Your Shares. The summary is incomplete, and will not help You avoid any tax penalties.

You acknowledge that the Company has directed You to seek independent advice about the Tax Code, other tax laws that apply where You live, and the tax consequences of Your death.

You have consulted, and has been fully advised by, Your own tax adviser regarding an 83(b) Election and other tax laws and consequences, or has knowingly decided not to consult a tax adviser.

You acknowledge that neither the Company nor any Subsidiary, Affiliate, Parent, or representative of the Company has made or will be accountable for any statement or advice to You about the tax consequences of Your purchase of Your Shares or Your decision to make an 83(b) Election.

You, not the Company or any other, will be solely responsible for appropriately filing an 83(b) Election with the IRS, even if You ask the Company or any other file on Your behalf.

You shall sign and deliver to the Company with this agreement a copy of the acknowledgment and statement attached as 83(b) Acknowledgment and Statement and, if You decide to make an 83(b) Election, a copy of the 83(b) Election, attached as Section 83(b) Election.

Defined Terms

Assigned Assets means the Company-Related Intellectual Property and Company-Related Equipment assigned by the Assignments.

Acquisition by a Public Company any transfer or conversion of Covered Securities by statutory merger or statutory consolidation of the Company with or into another Business Entity if securities of the surviving Business Entity or any direct or indirect Parent of the Business Entity is registered under the Exchange Act.

Affiliate means a Business Entity, other than a Subsidiary, that, together with the Company, is under common control of a third Person.

Asset Sale means the Company sells all or substantially all the Company's assets to other than an Excluded Entity.

Board means the Board of Directors of the Company or its successor.

Business Entity means corporation, limited liability company, or other legal entity.

Business Assets means all business and marketing plans, worldwide marketing rights, third-party software, customer and supplier lists, price lists, mailing lists, customer and supplier records, and other confidential or proprietary information.

Check and Canceled Debt means a payer shall pay an amount in any of these ways, as it chooses:

The payer may deliver a check.

If the payee is indebted to the payer, the payer may cancel an amount of payee's equal to the amount to be paid.

The payer may both deliver a check and cancel payee debt in combined amount equal to the amount to be paid.

The payer may pay when and as otherwise agreed with the payee.

Change of Control means any of these:

an Asset Sale

The Company merges, consolidates, or changes, by other capital reorganization or business combination transaction, with or into into another Business Entity, other than an Excluded Entity.

any transaction or series of related transactions are consummated in which any "person" (as used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of all the Company's then outstanding voting securitiesHowever, a transaction will not constitute a Change of Control if its purpose is any of these:

Change the jurisdiction of the Company's incorporation.

Create a holding company owned in substantially the same proportions by the those who hold the Company's securities immediately before the transaction.

Fund the Company in a financing approved by the Board.

Company Business means the business of the Company, which involves .

Company Corporate Family means the Company or any Parent, Affiliate, Subsidiary, or their successors.

Company-Related Equipment means Equipment that meets all these criteria immediately before this agreement:

You alone owned the Equipment. It was not leased, owned jointly, or co-owned.

The Equipment was primarily used in or related to Company Business.

Company-Related Intellectual Property means all of these:

all Intellectual Property Rights in Technology relating to Company Business (Company Technology)

every Derivative of any Company Technology

all Intellectual Property Rights in any Company Technology

every Embodiment of any Company Technology

all Intellectual Property Rights in Business Assets relating to Company Business

Computer Code means computer code and software configuration, whether in source, script, or compiled form, for any software or hardware platform and stored in any format.

Consultant means any of these:

any natural person, including any adviser, but not any Employee, engaged by the Company, or any Parent, Subsidiary or Affiliate, to render services other than capital-raising services, who is compensated for those services

any Director whether compensated for service as a Director or not

Continuous Service Status means the absence of any interruption or termination of service as an Employee or Consultant to the Company Corporate Family. Continuous Service Status as an Employee or Consultant will not be considered interrupted or terminated by any of these:

sick leave approved by the Employer's board of directors or chief executive officer

military leave

any other honest and genuine leave of absence approved by the board of directors or chief executive officer of the Employer

when that leave is for a period of not more than 90 days, unless any of these are true:

A contract or statutes guarantees reemployment after leave.

A written Employer policy provides otherwise.

Continuous Service Status as an Employee or Consultant will not be considered interrupted or terminated in the case of a transfer between places of work of or members of the Company Corporate Family, or a transition from Employee to Consultant or from Consultant to Employee.

Copyright Derivative means the same as "derivative work" under the United States' Copyright Act of 1976.

Derivative means

any Copyright Derivative

any Technology Derivative of a Technology

any technology, invention, product, or other item directly or indirectly incorporating or deriving from either of

any part of a Technology

any Technology Derivative of a Technology

Director means a member of the Board.

Disability means a condition causing a person to considered to be "permanently and totally disabled" under Section 22(e)(3) of the Tax Code.

Embodiment means

documentation, drafts, papers, designs, schematics, diagrams, models, prototypes, Computer Code, computer-stored data, computer storage media, manuscripts, and other items

that describe, embody, record, or store all or any part of a Technology, any Derivative, any Intellectual Property Rights or related information.

Employee means any natural person employed by the Company or any Parent, Subsidiary, or Affiliate of the Company. The Board will determine whether any natural person is employed by considering whatever factors it decides are appropriate in its sole discretion, but subject to the Tax Code and other legal requirements. Payment of a director's fee will not alone establish that a natural person is employed.

Employer means the member of the Company Corporate Family an Employee or Consultant is serving.

Equipment means computers, office equipment, and other property, but not real estate.

Exchange Act means the Securities Exchange Act of 1934.

Excluded Entity means, for a transaction, any Business Entity that, immediately after the transaction, will be in Voting Control of Persons who held capital stock of the Company immediately before the transaction.

Fair Market Value means fair market value as determined in good faith by the Board.

Family Transfer means a transfer of Covered Securities during Your lifetime, or on Your death by will or intestacy, either to Your Immediate Family, or to a trust for the benefit of You or Your Immediate Family.

Good Reason to Resign means any of these that happen without Your written consent:

Employer reduces Your base salary by 10% or more, unless that reduction is part of a general salary reduction affecting other, similarly situated employees.

Employer changes Your position in a way that materially reduces Your duties, level of authority, or responsibility.

Employer conditions Your continued service with the Company Corporate Family on transfer to a place of work that would increase Your one-way commute from Your principal residence by more than 35 miles.

Good Reason to Terminate means any of the these:

You fail to substantially do Your duties after all of these:

Your receive written demand for substantial performance from the board of directors of Your Employer that states in detail the specific ways the board believes You have not substantially done Your duties.

You had a chance to provide that substantial performance.

You commit intentional fraud, misconduct, dishonesty, or any other intentional act that materially injures a member of the Company Corporate Family.

You are convicted of, pleads guilty to, or pleads no contest to, any crime that materially harms, or is reasonably expected to materially harm, the business or reputation of the Company.

You materially breach any written agreement between You and the Company and fail to cure that breach in 30 days after receiving Notice of the breach.

Governing Documents means the Company's certificate of incorporation and bylaws.

Immediate Family means lineal descendants and antecedents, spouses (and spouses' antecedents), fathers, mothers, brothers and sisters (and their descendants), stepchildren (and their antecedents and descendants), aunts and uncles (and their antecedents and descendants), brothers-in-law and sisters-in-law (and their antecedents and descendants), and includes adoptive relations, and any person sharing Your household (other than tenants and employees).

Infringement means infringement of Intellectual Property Rights, before or after the date of this agreement.

Initial Public Offering means sale of common stock of the Company to the general public under a registration statement declared effective by the Securities and Exchange Commission under the Securities Act, other than a registration statement relating solely to the issuance of common stock under a business combination, employee incentive plan, or employee benefit plan.

Involuntary Transfer means a transfer of Covered Securities by operation of law or other involuntary transfer. A transfer due to divorce or intestate transfer on death is an Involuntary Transfer. No Family Transfer is an Involuntary Transfer.

Intellectual Property Rights means

patents, patent rights, copyrights, mask work rights, moral rights, trade names, trademarks, service marks, rights in trade dress and packaging, trade secrets, know-how, goodwill, Internet-based service accounts and account names, domain names, intellectual property rights and proprietary rights, and registrations and applications for Intellectual Property Rights

under the laws of the United States and any other state, country, or jurisdiction

IRS means the Internal Revenue Service.

Legal Action means any legal action or claim, ignoring the historical distinction between actions "in law" and "in equity".

Legal Compensation means

money damages

injunctions and other "equitable remedies"

any other compensation, benefits, or procedural privileges a court might award

Parent means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

Person (plural, Persons) means a natural person or Business Entity.

Securities Act means the Securities Act of 1933.

Subsidiary means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

Technology means all inventions, technology, ideas, concepts, processes, business plans, documentation, financial projections, models, and any other items authored, conceived, invented, developed, or designed by You and not already owned by Company.

Technology Derivative means an improvement, change, alteration, adaptation, enhancement or new version of a Technology.

Termination means voluntary or involuntary termination of Your Continuous Service Status for any reason (including death or Disability), with or without Good Reason to Terminate.

Voting Control means ownership of securities of a Business Entity that represent most of the votes entitled to be cast by all outstanding voting securities of that Business Entity.

Your means belonging to Your.

Miscellaneous

Termination at Will

No part of this agreement limits the ability of Your Employer to terminate Your employment at will.

Governing Law

The validity, interpretation, construction, and performance of this agreement, all acts and transactions under this agreement, and the rights and obligations of the parties to this agreement, will be governed, construed, and interpreted under the laws of the State of California, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from this agreement, the parties submit and consent to the exclusive jurisdiction of the State of California, and agree that they shall conduct such litigation only in the courts of the State of California sitting in or the federal courts of the United States located in , and no other courts.

Entire Agreement

This agreement states the entire agreement and understanding of the parties on its subject matter, and supersedes all prior or contemporaneous discussions, understandings, and agreements between the parties, oral or written, on that subject matter.

Amendments and Waivers

No change or amendment to this agreement, nor any waiver of any rights under this agreement, will be effective unless written and signed by the parties. No delay or failure to require performance of any obligation under this agreement will constitute a waiver, then or in the future.

Successors and Assigns

Except as otherwise provided in this agreement, this agreement, and the rights and obligations of the parties to this agreement, will be binding on and inure to the benefit of their respective successors, assigns, heirs, executors, administrators, and legal representatives. The Company may assign any of its rights and obligations under this agreement. No other party to this agreement may assign or delegate, whether voluntarily or by operation of law, any of its rights or obligations under this agreement, except with the prior written consent of the Company. Any assignment or delegation in violation of this agreement is void.

Notices

Any notice, demand, or request required or allowed by this agreement (Notice) will be in writing and will be deemed given when delivered personally or by overnight courier or sent by e-mail, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party's address as written on the signature page, as later modified by written notice, or if no address is specified for the Company on the signature page, at the most recent address recorded in the Company's books and records.

Severability

If one or more provisions of this agreement are held unenforceable, the parties agree to renegotiate those provisions in good faith. If the parties cannot agree on enforceable replacements, then those provisions shall be excluded from this agreement, the rest of this agreement shall be interpreted as if the provisions were excluded, and this agreement shall be enforceable in accordance with its remaining terms.

Construction

This agreement is the result of negotiations between the parties, and has been reviewed by each of them and their respective counsel, if any. This agreement will be deemed product of all the parties, not to construed against any of them for playing any greater part in its preparation.

Counterparts

This agreement may be executed in any number of counterparts, each of which, when signed and delivered, will be deemed an original, and all of which together will constitute one and the same agreement. Execution of a facsimile copy will have the same effect as signing an original, and a facsimile signature will be deemed an original and valid signature.

Electronic Delivery

The Company may, in its sole discretion, deliver documents related to this agreement and any notices required by law or the Company's Governing Documents to You by e-mail or other electronic means. You consent to conduct business electronically, receive such documents and notices by electronic means, and sign documents electronically. You further agree to participate through an on-line or electronic system established and maintained by the Company or a another designated by the Company.

Consent of Spouse

If Your are married as of the date of this agreement, You shall deliver a statement that Your spouse has read and approves this agreement, signed by Your spouse.

No schedules.

Stock Power

See attached.

83(b) Acknowledgment and Statement

See attached.

83(b) Election

See attached.

Receipt

See attached.

Receipt and Consent

See attached.