Common use of Employee Stock Clause in Contracts

Employee Stock. Unless otherwise approved by the Board, including a majority of the Preferred Directors, all future employees, directors and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five (5) year period, with the first twenty percent (20%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight (48) months, and (ii) a market stand-off provision substantially similar to that in Section 2.11. Without the prior approval by the Board, including a majority of the Preferred Directors, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the Board, including a majority of the Preferred Directors, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the BoardBoard of Directors, including a majority of the Requisite Preferred DirectorsDirector Vote, all future employees, directors and consultants employees of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) months, and (ii) a market stand-off provision substantially similar to that in Section 2.11. Without the prior approval by the BoardBoard of Directors, including a majority of the Requisite Preferred DirectorsDirector Vote, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection Section 5.3. In addition, unless otherwise approved by the BoardBoard of Directors, including a majority of the Requisite Preferred DirectorsDirector Vote, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the BoardBoard of Directors, including a majority of the Requisite Preferred DirectorsDirector Vote, all future employees, directors and consultants employees of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) months, and (ii) a market stand-off provision substantially similar to that in Section 2.11. Without the prior approval by the BoardBoard of Directors, including a majority of the Requisite Preferred DirectorsDirector Vote, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection Section 5.3. In addition, unless otherwise approved by the BoardBoard of Directors, including a majority of the Requisite Preferred DirectorsDirector Vote, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred DirectorsDirector, all future employees, directors and consultants employees of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof hereof, shall be required to execute restricted stock or option agreements, as applicable, providing for (ia) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) months, and (iib) a market stand-off provision substantially similar to that in Section Subsection 2.11. Without the prior approval by the BoardBoard of Directors, including a majority of the Preferred DirectorsDirector, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider after the date hereof if such amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred DirectorsDirector, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the Board, including a majority at least one (1) of the Preferred Directors, all future employees, directors employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock or other equity incentive awards after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five four (54) year period, period with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) monthsmonths (provided, that, the foregoing vesting schedule shall apply only to the initial equity incentive award granted to an employee or consultants, and may be modified with respect to subsequent equity incentive awards granted to any such employee and consultant so long as such subsequent grant is approved by the Board), and (ii) a market stand-off provision substantially similar to that in Section Subsection 2.11. Without the prior approval by of the Board, including a majority at least one (1) of the Preferred Directors, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any restricted stock purchase, stock restriction or option agreement agreements with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the Board, Board (including a majority at least one (1) of the Preferred Directors), the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred Directorsat least one Series A/B/C/D Director and one Series E-2 Director, all future employees, directors employees and consultants of the Company Corporation who purchase, receive options to purchase, or receive awards of shares of the CompanyCorporation’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) months, and (ii) a market stand-off provision substantially similar to that in Section 2.1112. Without the prior approval by the Board, including a majority Board of the Preferred Directors, the Company Corporation shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3Section 18(d). In addition, unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred Directorsat least one Series A/B/C/D Director and one Series E-2 Director, the Company (x) shall not offer or allow any acceleration of vesting, and (y) Corporation shall retain (and not waive) a “right of first refusal” on employee transfers until the CompanyCorporation’s IPO or a SPAC Transaction first underwritten public offering of its Common Stock under the Securities Act and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the Board, including a majority Board of the Preferred Directors, all future employees, directors employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting that is no less favorable to the Company than the vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) months, and (ii) a market stand-off provision substantially similar to that in Section Subsection 2.11. Such restricted stock or option agreements shall not contain any provisions for acceleration upon any event or circumstances (beyond those already provided in any previously- approved equity incentive or option plan) without the approval of the Board of Directors. Without the prior approval by the Board, including a majority Board of the Preferred Directors, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the Board, including a majority Board of the Preferred Directors, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a Direct Listing or SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred Series A Directors, all future employees, directors employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) months, and (ii) a market stand-off provision substantially similar to that in Section Subsection 2.11. Without the prior approval by the BoardBoard of Directors, including at least a majority of the Preferred Series A Directors, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred Series A Directors, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred Directors, and except as set forth in the Founder Stock Vesting Agreements dated as of March 5, 2010, all future employees, directors and officers or consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five (5) four year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six months (48) monthsor an alternative vesting schedule approved by the Board of Directors does not result at any given time in a higher vesting percentage), and (ii) a market stand-off provision substantially similar to that in Section 2.11. Without the prior approval by the Board, including a majority of the Preferred Directors, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the Board, including a majority of the Preferred Directors, the Company 1.13; (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waiveiii) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction Qualified IPO; and shall have (iv) the right to repurchase unvested shares at cost upon termination of employment or service of a holder of restricted stock. Additionally, unless approved by the Board of Directors including a majority of the Preferred Directors, there shall be no acceleration of vesting of options or termination of repurchase rights in respect of restricted stock held by existing or new employees (not including the Founders) upon termination of employment except, if the Board of Directors so agrees, for “double trigger” acceleration upon termination of the employee following a sale of the Company.

Employee Stock. Unless otherwise approved by the BoardBoard of Directors, including a majority at least four of the Preferred Directors, all future employees, directors employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) monthsmonths with no acceleration, and (ii) a market stand-off provision substantially similar to that in Section Subsection 2.11. Without the prior approval by the BoardBoard of Directors, including a majority at least four of the Preferred Directors, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the BoardBoard of Directors, including a majority at least four of the Preferred Directors, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred Directorsat least one Series A Director, all future employees, directors employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five four (54) year period, with the first twenty percent (20%) 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) months, and (ii) a market stand-off provision substantially similar to that in Section Subsection 2.11. Without the prior approval by the BoardBoard of Directors, including a majority of the Preferred Directorsat least one Series A Director, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred Directorsat least one Series A Director, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the Board, including a majority of the Requisite Preferred DirectorsDirector Vote, all future employees, directors and consultants employees of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) months, and (ii) a market stand-off provision substantially similar to that in Section 2.113.11. Without the prior approval by the Board, including a majority of the Requisite Preferred DirectorsDirector Vote, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection Section 5.3. In addition, unless otherwise approved by the Board, including a majority of the Requisite Preferred DirectorsDirector Vote, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred Directors, all future employees, directors and consultants employees of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) months, and (ii) a market stand-off provision substantially similar to that in Section Subsection 2.11. Without the prior approval by the BoardBoard of Directors, including a majority of the Preferred Directors, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred Directors, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers of shares of Common Stock until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred Directors, all future employees, directors employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) months, and (ii) a market stand-off provision substantially similar to that in Section Subsection 2.11. Without the prior approval by the BoardBoard of Directors, including a majority of the Preferred Directors, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred Directors, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred Directors, all future employees, directors and consultants employees of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) months, and (ii) a market stand-off provision substantially similar to that in Section 2.111.10. Without the prior approval by the BoardBoard of Directors, including a majority of the Preferred Directors, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3Section 4.3. In addition, unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred Directors, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction initial public offering and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the BoardBoard of Directors, including a majority of the Requisite Preferred DirectorsDirector Vote, all future employees, directors and consultants employees of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five (5) year period, with the first twenty percent (20%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly quarterly installments over the following forty eight four (484) monthsyears, and (ii) a market stand-off provision substantially similar to that in Section 2.11. Without the prior approval by the BoardBoard of Directors, including a majority of the Requisite Preferred DirectorsDirector Vote, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection Section 5.3. In addition, unless otherwise approved by the BoardBoard of Directors, including a majority of the Requisite Preferred DirectorsDirector Vote, the Company (x) shall not offer or allow any acceleration of vesting, vesting and (y) the Company shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock. Additionally, unless otherwise approved by the Requisite Preferred Director Vote, no option to purchase or awards of shares of the Company’s capital stock shall be made to Key Holders (as defined in the Voting Agreement).

Employee Stock. Unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred Requisite Directors, all future employees, directors employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (ia) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) months, and (iib) a market stand-off provision substantially similar to at least as restrictive as that in Section Subsection 2.11. Without the prior approval by the BoardBoard of Directors, including a majority of the Preferred Requsite Directors, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred Requisite Directors, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the Board, including a majority Board of the Preferred Directors, all future employees, directors and consultants employees of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (ia) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) months, months and (iib) a market stand-off provision substantially similar to that in Section 2.11. Without the prior approval by of the BoardBoard of Directors, including a majority the approval of the at least one (1) then-seated Preferred DirectorsDirector, the Company (x) shall not offer or allow any acceleration of vesting, except standard “double-trigger” acceleration of vesting upon a change of control of the Company with respect to executive-level employees, and (y) shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection Section 5.3. In addition, unless otherwise approved by the Board, including a majority Board of the Preferred Directors, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the Board, including a majority Board of the Preferred Directors, all future employees, directors employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly quarterly installments over the following forty eight thirty-six (4836) months, and (ii) a market stand-off provision substantially similar to that in Section Subsection 2.11. Without the prior approval by the BoardBoard of Directors, including the approval of a majority of the Preferred DirectorsDirectors then in office, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the Board, including a majority Board of the Preferred Directors, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the BoardBoard of Directors, including a majority at least one of the then-serving Preferred Directors, if any, all future employees, directors employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) the vesting of shares over a five (5) four year period, with the first twenty percent (20%) 25% of such shares vesting following twelve (12) 12 months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight (48) 36 months, and (ii) a market stand-off provision substantially similar to that in Section 2.11. Without the prior approval by the BoardBoard of Directors, including a majority at least one of the then-serving Preferred Directors, if any, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be materially inconsistent with this Subsection Section 5.3. In addition, unless otherwise approved by the Board, including a majority Board of the Preferred Directors, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers (subject to customary exempt transfers) until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred Requisite Directors, all future employees, directors employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (ia) vesting of shares over a five (5) year [***] period, with the first twenty percent (20%) [***] of such shares vesting following twelve (12) months [***] of continued employment or service, and the remaining shares vesting in equal monthly [***] installments over the following forty eight (48) months[***], and (iib) a market stand-off provision substantially similar to at least as restrictive as that in Section Subsection 2.11. Without the prior approval by the BoardBoard of Directors, including a majority of the Preferred Requsite Directors, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred Requisite Directors, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred DirectorsDirector, all future employees, directors and consultants employees of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) months, and (ii) a market stand-off provision substantially similar to that in Section 2.112.9. Without the prior approval by the BoardBoard of Directors, including a majority of the Preferred DirectorsDirector, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection Section 5.3. In addition, unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred DirectorsDirector, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred DirectorsSeries D Director, all future employees, directors employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) months, and (ii) a market stand-off provision substantially similar to that in Section 2.11. Without the prior approval by the BoardBoard of Directors, including a majority of the Preferred Directors, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3Section 5.8. In addition, unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred Directors, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred DirectorsSeries A Director, all future employees, directors employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) months, and (ii) a market stand-off provision substantially similar to that in Section 2.11. Without the prior approval by the BoardBoard of Directors, including a majority of the Preferred DirectorsSeries A Director, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection Section 5.3. In addition, unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred DirectorsSeries A Director, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the BoardBoard of Directors, including a the majority of the Preferred Directors, all future employees, directors employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal quarterly or monthly installments over the following forty eight three (483) monthsyears, and (ii) a market stand-off provision substantially similar to that in Section Subsection 2.11. Without the prior approval by the BoardBoard of Directors, including a the majority of the Preferred Directors, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the BoardBoard of Directors, including a the majority of the Preferred Directors, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or consummation of an IPO, the consummation of a SPAC Transaction Transaction, or the completion of a Direct Listing, as the case may be, and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the Board, including a majority of the Preferred Requisite Investor Directors, all future employees, directors employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) months, and (ii) a market stand-off provision substantially similar to that in Section Subsection 2.11. Without the prior approval by the Board, including a majority of the Preferred Requisite Investor Directors, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the Board, including a majority of the Preferred Requisite Investor Directors, the Company (x) shall not offer or allow any acceleration of vesting, vesting and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the BoardBoard of Directors, including a majority of the Requisite Preferred DirectorsDirector Vote, all future employees, directors and consultants employees of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) months, and (ii) a market stand-off provision substantially similar to that in Section 2.11. Without the prior approval by the BoardBoard of Directors, including a majority of the Requisite Preferred DirectorsDirector Vote, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection Section 5.3. In addition, unless otherwise approved by the BoardBoard of Directors, including a majority of the Requisite Preferred DirectorsDirector Vote, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction IPO, and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the Board, including a majority Board of Directors (or the Stock Options Committee of the Preferred Board of Directors), all future employees, directors and consultants employees of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) months, and (ii) a market stand-off provision substantially similar to that in Section 2.11. Without the prior approval by the Board, including a majority Board of Directors (or the Stock Options Committee of the Preferred Board of Directors), the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection Section 5.3. In addition, unless otherwise approved by the Board, including a majority Board of Directors (or the Stock Options Committee of the Preferred Board of Directors), the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred Directors, all future employees, directors employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock Capital Stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) months, with double-trigger acceleration permitted at the discretion of the Board of Directors, and (ii) a market stand-off provision substantially similar to that in Section 2.11the ROFR Agreement. Without the prior approval by the BoardBoard of Directors, including a majority of the Preferred Directors, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the Board, including a majority Board of the Preferred Directors, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred Directorsat least one Series A Director, all future employees, directors employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) months, and (ii) a market stand-off provision substantially similar to that in Section Subsection 2.11. Without the prior approval by the BoardBoard of Directors, including a majority of the Preferred Directorsat least one Series A Director, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred Directorsat least one Series A Director, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the Board, Board (including a majority of the Requisite Preferred Directors), all future employees, directors employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) months, and (ii) a market stand-off provision substantially similar to that in Section Subsection 2.11. Without the prior approval by the Board, Board (including a majority of the Requisite Preferred Directors), the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the Board, Board (including a majority of the Requisite Preferred Directors), the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred Series A Directors, all future employees, directors employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) months, and (ii) a market stand-off provision substantially similar to that in Section Subsection 2.11. Without the prior approval by the BoardBoard of Directors, including a majority of the Preferred Series A Directors, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred Series A Directors, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.

Employee Stock. Unless otherwise approved by the BoardBoard of Directors, including a majority of the Requisite Preferred DirectorsDirector Vote, all future employees, directors and consultants employees of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five (5) year period, with the first twenty percent (20%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly quarterly installments over the following forty eight four (484) monthsyears, and (ii) a market stand-stand- off provision substantially similar to that in Section 2.11. Without the prior approval by the BoardBoard of Directors, including a majority of the Requisite Preferred DirectorsDirector Vote, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection Section 5.3. In addition, unless otherwise approved by the BoardBoard of Directors, including a majority of the Requisite Preferred DirectorsDirector Vote, the Company (x) shall not offer or allow any acceleration of vesting, vesting and (y) the Company shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock. Additionally, unless otherwise approved by the Requisite Preferred Director Vote, no option to purchase or awards of shares of the Company’s capital stock shall be made to Key Holders (as defined in the Voting Agreement).

Employee Stock. Unless otherwise approved by the Board, including Board of Directors or a majority committee of the Preferred Board of Directors, all future employees, directors employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a five four (54) year period, with the first twenty twenty-five percent (2025%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following forty eight thirty-six (4836) months, and (ii) a market stand-off provision substantially similar to that in Section 2.11provision. Without the prior approval by the BoardBoard of Directors, including a majority of the Preferred DirectorsRequisite Board Vote, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the BoardBoard of Directors, including a majority of the Preferred DirectorsRequisite Board Vote, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s closing of a Deemed Liquidation Event, the IPO or a SPAC Transaction and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.