Common use of Tax Consequences and Tax Election Notification Clause in Contracts

Tax Consequences and Tax Election Notification. (a) The Founder understands that Section 83 of the Internal Revenue Code of 1986, as amended (the Code) taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, restriction means the right of the Company to buy back the stock pursuant to the Unvested Share Repurchase Option. The Founder understands that he may elect to be taxed at the time the Stock is purchased rather than when and as the Unvested Share Repurchase Option expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service (the IRS) within thirty (30) calendar days from the date of purchase. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The Founder understands that failure to make this filing timely will result in the recognition of ordinary income by the Founder, as the Unvested Share Repurchase Option lapses, on the difference between the purchase price and the fair market value of the Stock at the time such restriction lapses. (b) The Founder understands that the Stock has been valued by the Board of Directors and that the Company believes this valuation is a fair attempt to appraise it. The Founder understands, however, that if the Founder files a Section 83(b) election, the Company can give no assurances that the purchase price will be accepted as the fair market value of the Stock by the IRS, and that the IRS could assert that the value of the Stock on the date of purchase was substantially greater than the purchase price. If the IRS were to successfully argue in a tax determination that the Stock had value greater than the price paid by the Founder, and the Founder has filed a Section 83(b) election, the additional value would constitute ordinary income as of the date of its receipt. The additional taxes (and interest) due would be payable by the Founder. There is no provision for the Company to reimburse the Founder for any potential tax liability, and the Founder assumes all responsibility for it. If the additional value attributed to the Stock was more than 25 percent of the Founders gross income for the year in which that value was taxable, the IRS would have six years from the due date for filing the return (or the actual filing date of the return if filed thereafter) within which to assess the additional tax and interest. THE FOUNDER ACKNOWLEDGES THAT IT IS THE FOUNDER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(B), EVEN IF THE FOUNDER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE FOUNDERS BEHALF. (c) The Founder shall notify the Company in writing if Founder files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from Founder evidence of such filing, to claim a tax deduction for any amount which would be taxable to Founder in the absence of such an election.

Tax Consequences and Tax Election Notification. (a) The Founder understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code") taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, restriction "restriction" means the right of the Company to buy back the stock pursuant to the Unvested Share Repurchase Option. The Founder understands that he or she may elect to be taxed at the time the Stock stock is purchased rather than when and as the Unvested Share Repurchase Option expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service (the "IRS") within thirty (30) calendar 30 days from the date of purchase. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The Founder understands that failure to make this filing timely will result in the recognition of ordinary income by the Founder, as the Unvested Share Repurchase Option lapses, on the difference between the purchase price and the fair market value of the Stock at the time such restriction lapses. (b) The Founder understands that the purchase price of the Stock has been valued set by the Board of Directors and that the Company believes this valuation is a fair attempt to appraise it. The Founder understands, however, that if the Founder files a Section 83(b) election, the Company can give no assurances that the purchase price will be accepted as the fair market value of the Stock by the IRS, and that the IRS could assert that the value of the Stock on the date of purchase was substantially greater than the purchase price. If the IRS were to successfully argue in a tax determination that the Stock had a value greater than the price paid by the Founder, and the Founder has filed a Section 83(b) election, the additional value would constitute ordinary income as of the date of its receipt. The additional taxes (and interest) due would be payable by the Founder. There is no provision for the Company to reimburse the Founder for any potential tax liability, and the Founder assumes all responsibility for itany such liability. If the additional value attributed to the Stock was more than 25 percent of the Founders Founder's gross income for the year in which that value was taxable, the IRS would have six years from the due date for filing of the Founder's the return (or the actual filing date of the return if filed thereafter) within which to assess the additional tax and interest. THE FOUNDER ACKNOWLEDGES THAT IT IS THE FOUNDER’S 'S SOLE RESPONSIBILITY AND NOT THE COMPANY’S 'S RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(B83(b), EVEN IF THE FOUNDER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE FOUNDERS FOUNDER'S BEHALF. THE FOUNDER FURTHER UNDERSTANDS THAT ANY PURPORTED ELECTION PURSUANT TO SECTION 83(b) MUST COMPLY WITH THE PROVISIONS OF TREASURY REGULATION SECTION 1.83-2. FOUNDER ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY THE COMPANY TO SEEK THE ASSISTANCE OF A TAX ADVISOR IN THIS MATTER. (c) The Founder shall notify the Company in writing if Founder files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from Founder evidence of such filing, to claim a tax deduction for any amount which would be taxable to Founder in the absence of such an election.

Tax Consequences and Tax Election Notification. (a) The Founder understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code") taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, restriction "restriction" means the right of the Company to buy back the stock pursuant to the Unvested Share Repurchase Option. The Founder understands that he or she may elect to be taxed at the time the Stock is purchased rather than when and as the Unvested Share Repurchase Option expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service (the "IRS") within thirty (30) calendar 30 days from the date of purchase. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The Founder understands that failure to make this filing timely will result in the recognition of ordinary income by the Founder, as the Unvested Share Repurchase Option lapses, on the difference between the purchase price and the fair market value of the Stock at the time such restriction lapses. (b) The Founder understands that the purchase price of the Stock has been valued set by the Board of Directors and that the Company believes this valuation is a fair attempt to appraise it. The Founder understands, however, that if the Founder files a Section 83(b) election, the Company can give no assurances that the purchase price will be accepted as the fair market value of the Stock by the IRS, and that the IRS could assert that the value of the Stock on the date of purchase was substantially greater than the purchase price. If the IRS were to successfully argue in a tax determination that the Stock had a value greater than the price paid by the Founder, and the Founder has filed a Section 83(b) election, the additional value would constitute ordinary income as of the date of its receipt. The additional taxes (and interest) due would be payable by the Founder. There is no provision for the Company to reimburse the Founder for any potential tax liability, and the Founder assumes all responsibility for itany such liability. If the additional value attributed to the Stock was more than 25 percent of the Founders Founder's gross income for the year in which that value was taxable, the IRS would have six years from the due date for filing of the Founder's the return (or the actual filing date of the return if filed thereafter) within which to assess the additional tax and interest. THE FOUNDER ACKNOWLEDGES THAT IT IS THE FOUNDER’S 'S SOLE RESPONSIBILITY AND NOT THE COMPANY’S 'S RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(B), EVEN IF THE FOUNDER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE FOUNDERS FOUNDER'S BEHALF. THE FOUNDER FURTHER UNDERSTANDS THAT ANY PURPORTED ELECTION PURSUANT TO SECTION 83(B) MUST COMPLY WITH THE PROVISIONS OF TREASURY REGULATION SECTION 1.83-2. FOUNDER ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY THE COMPANY TO SEEK THE ASSISTANCE OF A TAX ADVISOR IN THIS MATTER. (c) The Founder shall notify the Company in writing if Founder files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from Founder evidence of such filing, to claim a tax deduction for any amount which would be taxable to Founder in the absence of such an election.

Tax Consequences and Tax Election Notification. (a) The Founder Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”) taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, restriction “restriction” means the right of the Company to buy back the stock pursuant to the Unvested Share Repurchase Option. The Founder Purchaser understands that he or she may elect to be taxed at the time the Stock is purchased rather than when and as the Unvested Share Repurchase Option expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service (the “IRS”) within thirty (30) calendar 30 days from the date of purchase. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The Founder Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the FounderPurchaser, as the Unvested Share Repurchase Option lapses, on the difference between the purchase price and the fair market value of the Stock at the time such restriction lapses. (b) The Founder Purchaser understands that the purchase price of the Stock has been valued set by the Board of Directors and that the Company believes this valuation is a fair attempt to appraise it. The Founder Purchaser understands, however, that if the Founder Purchaser files a Section 83(b) election, the Company can give no assurances that the purchase price will be accepted as the fair market value of the Stock by the IRS, and that the IRS could assert that the value of the Stock on the date of purchase was substantially greater than the purchase price. If the IRS were to successfully argue in a tax determination that the Stock had a value greater than the price paid by the FounderPurchaser, and the Founder Purchaser has filed a Section 83(b) election, the additional value would constitute ordinary income as of the date of its receipt. The additional taxes (and interest) due would be payable by the FounderPurchaser. There is no provision for the Company to reimburse the Founder Purchaser for any potential tax liability, and the Founder Purchaser assumes all responsibility for itany such liability. If the additional value attributed to the Stock was more than 25 percent of the Founders Purchaser’s gross income for the year in which that value was taxable, the IRS would have six years from the due date for filing of the Purchaser’s the return (or the actual filing date of the return if filed thereafter) within which to assess the additional tax and interest. THE FOUNDER PURCHASER ACKNOWLEDGES THAT IT IS THE FOUNDERPURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(B), EVEN IF THE FOUNDER PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE FOUNDERS PURCHASER’S BEHALF. THE PURCHASER FURTHER UNDERSTANDS THAT ANY PURPORTED ELECTION PURSUANT TO SECTION 83(B) MUST COMPLY WITH THE PROVISIONS OF TREASURY REGULATION SECTION 1.83-2. PURCHASER ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY THE COMPANY TO SEEK THE ASSISTANCE OF A TAX ADVISOR IN THIS MATTER. (c) The Founder Purchaser shall notify the Company in writing if Founder Purchaser files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from Founder Purchaser evidence of such filing, to claim a tax deduction for any amount which would be taxable to Founder Purchaser in the absence of such an election.

Tax Consequences and Tax Election Notification. (a) The Founder understands that Section 83 of the Internal Revenue Code of 1986, as amended (the Code) taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, restriction means the right of the Company to buy back the stock pursuant to the Unvested Share Repurchase Option. The Founder understands that he may elect to be taxed at the time the Stock is purchased rather than when and as the Unvested Share Repurchase Option expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service (the IRS) within thirty (30) calendar days from the date of purchase. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The Founder understands that failure to make this filing timely will result in the recognition of ordinary income by the Founder, as the Unvested Share Repurchase Option lapses, on the difference between the purchase price and the fair market value of the Stock at the time such restriction lapses. (b) The Founder Purchaser understands that the Stock has been valued by the Board of Directors and that the Company believes this valuation is a fair attempt to appraise it. The Founder Purchaser understands, however, that if the Founder files a Section 83(b) election, the Company can give no assurances that the purchase price will be accepted as the fair market value of the Stock by the Internal Revenue Service (the "IRS"), and that the IRS could assert that the value of the Stock on the date of purchase was substantially greater than the purchase price. If the IRS were to successfully argue in a tax determination that the Stock had value greater than the price paid by the Founder, and the Founder has filed a Section 83(b) electionPurchaser, the additional value would constitute ordinary income as of the date of its receipt. The additional taxes (and interest) due would be payable by the FounderPurchaser. There is no provision for the Company to reimburse the Founder Purchaser for any potential tax liability, and the Founder Purchaser assumes all responsibility for it. If the additional value attributed to the Stock was were more than 25 percent of the Founders Purchaser's gross income for the year in which that value was taxable, the IRS would have six years from the due date for filing the return (or the actual filing date of the return if filed thereafter) within which to assess the additional tax and interest. (b) The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" means the right of the Company to buy back the stock pursuant to the Unvested Share Repurchase Option. The Purchaser understands that he may elect to be taxed at the time the Stock is purchased rather than when and as the Unvested Share Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 days from the date of purchase. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Unvested Share Repurchase Option lapses, on the difference between the purchase price and the fair market value of the Stock at the time such restriction lapses. THE FOUNDER PURCHASER ACKNOWLEDGES THAT IT IS THE FOUNDER’S PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY’S 'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(B83(b), EVEN IF THE FOUNDER PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE FOUNDERS PURCHASER'S BEHALF. (c) The Founder Purchaser shall notify the Company in writing if Founder Purchaser files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from Founder Purchaser evidence of such filing, to claim a tax deduction for any amount which would be taxable to Founder Purchaser in the absence of such an election.

Tax Consequences and Tax Election Notification. (a) The Founder understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code") taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, restriction context "restriction" means the right of the Company to buy back the stock pursuant to the Unvested Share Repurchase Option. The Founder understands that he or she may elect to be taxed at the time the Stock is purchased rather than when and as the Unvested Share Repurchase Option expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service (the "IRS") within thirty (30) calendar 30 days from the date of purchase. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The Founder understands that failure to make this filing timely will result in the recognition of ordinary income by the Founder, as the Unvested Share Repurchase Option lapses, on the difference between the purchase price and the fair market value of the Stock at the time such restriction lapses. (b) The Founder understands that the purchase price of the Stock has been valued set by the Board of Directors and that the Company believes this valuation is a fair attempt to appraise it. The Founder understands, however, that if the Founder files a Section 83(b) election, the Company can give no assurances that the purchase price will be accepted as the fair market value of the Stock by the IRS, and that the IRS could assert that the value of the Stock on the date Date of purchase was substantially greater than the purchase price. If the IRS were to successfully argue in a tax determination that the Stock had a value greater than the price paid by the Founder, and the Founder has filed a Section 83(b) election, the additional value would constitute ordinary income as of the date of its receipt. The additional taxes (and interest) due would be payable by the Founder. There is no provision for the Company to reimburse the Founder for any potential tax liability, and the Founder assumes all responsibility for itany such liability. If the additional value attributed to the Stock was more than 25 percent of the Founders Founder's gross income for the year in which that value was taxable, the IRS would have six years from the due date for filing of the Founder's the return (or the actual filing date of the return if filed thereafter) within which to assess the additional tax and interest. THE FOUNDER ACKNOWLEDGES THAT IT IS THE FOUNDER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(B), EVEN IF THE FOUNDER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE FOUNDERS BEHALF. (c) The Founder shall notify the Company in writing if Founder files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from Founder evidence of such filing, to claim a tax deduction for any amount which would be taxable to Founder in the absence of such an election.

Tax Consequences and Tax Election Notification. (a) 19.1 The Founder understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code") taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, restriction "restriction" means the right of the Company to buy back the stock pursuant to the Unvested Share Repurchase Option. The Founder understands that he or she may elect to be taxed at the time the Stock is purchased rather than when and as the Unvested Share Repurchase Option expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service (the "IRS") within thirty (30) calendar 30 days from the date of purchase. Even if the fair market value of the Stock stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The Founder understands that failure to make this filing timely will result in the recognition of ordinary income by the Founder, as the Unvested Share Repurchase Option lapses, on the difference between the purchase price and the fair market value of the Stock at the time such restriction lapses. (b) 19.2 The Founder understands that the purchase price of the Stock has been valued set by the Board of Directors and that the Company believes this valuation is a fair attempt to appraise it. The Founder understands, however, that if the Founder files a Section 83(b) election, the Company can give no assurances that the purchase price will be accepted as the fair market value of the Stock by the IRS, and that the IRS could assert that the value of the Stock on the date of purchase was substantially greater than the purchase price. If the IRS were to successfully argue in a tax determination that the Stock had a value greater than the price paid by the Founder, and the Founder has filed a Section 83(b) election, the additional value would constitute ordinary income as of the date of its receipt. The additional taxes (and interest) due would be payable by the Founder. There is no provision for the Company to reimburse the Founder for any potential tax liability, and the Founder assumes all responsibility for itany such liability. If the additional value attributed to the Stock was more than 25 percent of the Founders Founder's gross income for the year in which that value was taxable, the IRS would have six years from the due date for filing of the Founder's the return (or the actual filing date of the return if filed thereafter) within which to assess the additional tax and interest. THE FOUNDER ACKNOWLEDGES THAT IT IS THE FOUNDER’S 'S SOLE RESPONSIBILITY AND NOT THE COMPANY’S 'S RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(B), EVEN IF THE FOUNDER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE FOUNDERS FOUNDER'S BEHALF. THE FOUNDER FURTHER UNDERSTANDS THAT ANY PURPORTED ELECTION PURSUANT TO SECTION 83(B) MUST COMPLY WITH THE PROVISIONS OF TREASURY REGULATION SECTION 1.83-2. FOUNDER ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY THE COMPANY TO SEEK THE ASSISTANCE OF A TAX ADVISOR IN THIS MATTER. (c) 19.3 The Founder shall notify the Company in writing if Founder files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from Founder evidence of such filing, to claim a tax deduction for any amount which would be taxable to Founder in the absence of such an election.

Tax Consequences and Tax Election Notification. (a) The Founder understands that Section 83 of the Internal Revenue Code of 1986, as amended (the Code) taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, restriction means the right of the Company to buy back the stock pursuant to the Unvested Share Repurchase Option. The Founder understands that he may elect to be taxed at the time the Stock is purchased rather than when and as the Unvested Share Repurchase Option expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service (the IRS) within thirty (30) calendar days from the date of purchase. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The Founder understands that failure to make this filing timely will result in the recognition of ordinary income by the Founder, as the Unvested Share Repurchase Option lapses, on the difference between the purchase price and the fair market value of the Stock at the time such restriction lapses. (b) The Founder Purchaser understands that the Stock has been valued by the Board of Directors and that the Company believes this valuation is a fair attempt to appraise it. The Founder Purchaser understands, however, that if the Founder files a Section 83(b) election, the Company can give no assurances that the purchase price will be accepted as the fair market value of the Stock by the Internal Revenue Service (the "IRS"), and that the IRS could assert that the value of the Stock on the date of purchase was substantially greater than the purchase price. If the IRS were to successfully argue in a tax determination that the Stock had value greater than the price paid by the Founder, and the Founder has filed a Section 83(b) electionPurchaser, the additional value would constitute ordinary income as of the date of its receipt. The additional taxes (and interest) due would be payable by the FounderPurchaser. There is no provision for the Company to reimburse the Founder Purchaser for any potential tax liability, and the Founder Purchaser assumes all responsibility for it. If the additional value attributed to the Stock was were more than 25 percent of the Founders Purchaser's gross income for the year in which that value was taxable, the IRS would have six years from the due date for filing the return (or the actual filing date of the return if filed thereafter) within which to assess the additional tax and interest. THE FOUNDER ACKNOWLEDGES THAT IT IS THE FOUNDER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(B), EVEN IF THE FOUNDER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE FOUNDERS BEHALF. (cb) The Founder shall notify Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" means the right of the Company in writing if Founder files to buy back the stock pursuant to the Unvested Share Repurchase Option. The Purchaser understands that he may elect to be taxed at the time the Stock is purchased rather than when and as the Unvested Share Repurchase Option expires by filing an election pursuant to under Section 83(b) of the CodeCode with the IRS within 30 days from the date of purchase. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The Company intends, Purchaser understands that failure to make this filing timely will result in the event it does not receive from Founder evidence recognition of such filingordinary income by the Purchaser, to claim a tax deduction for any amount which would be taxable to Founder in as the absence of such an election.Unvested Share Xxxxxxxxxx

Tax Consequences and Tax Election Notification. (a) The Founder understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code") taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, restriction "restriction" means the right of the Company to buy back the stock pursuant to the Unvested Share Repurchase Option. The Founder understands that he or she may elect to be taxed at the time the Stock is purchased rather than when and as the Unvested Share Repurchase Option expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service (the "IRS") within thirty (30) calendar 30 days from the date of purchase. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The Founder understands that failure to make this filing timely will result in the recognition of ordinary income by the Founder, as the Unvested Share Repurchase Option lapses, on the difference between the purchase price and the fair market value of the Stock at the time such restriction lapses. (b) The Founder understands that the purchase price of the Stock has been valued set by the Board of Directors and that the Company believes this valuation is a fair attempt to appraise it. The Founder understands, however, that if the Founder files a Section 83(b) election, the Company can give no assurances that the purchase price will be accepted as the fair market value of the Stock by the IRS, and that the IRS could assert that the value of the Stock on the date of purchase was substantially greater than the purchase price. If the IRS were to successfully argue in a tax determination that the Stock had a value greater than the price paid by the Founder, and the Founder has filed a Section 83(b) election, the additional value would constitute ordinary income as of the date of its receipt. The additional taxes (and interest) due would be payable by the Founder. There is no provision for the Company to reimburse the Founder for any potential tax liability, and the Founder assumes all responsibility for itany such liability. If the additional value attributed to the Stock was more than 25 percent of the Founders Founder's gross income for the year in which that value was taxable, the IRS would have six years from the due date for filing of the Founder's the return (or the actual filing date of the return if filed thereafter) within which to assess the additional tax and interest. THE FOUNDER ACKNOWLEDGES THAT IT IS THE FOUNDER’S 'S SOLE RESPONSIBILITY AND NOT THE COMPANY’S 'S RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(B83(b), EVEN IF THE FOUNDER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS TIES FILING ON THE FOUNDERS FOUNDER'S BEHALF. THE FOUNDER FURTHER UNDERSTANDS THAT ANY PURPORTED ELECTION PURSUANT TO SECTION 83(b) MUST COMPLY WITH THE PROVISIONS OF TREASURY REGULATION SECTION 1.83-2. FOUNDER ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY THE COMPANY TO SEEK THE ASSISTANCE OF A TAX ADVISOR IN THIS MATTER. (c) The Founder shall notify the Company in writing if Founder files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from Founder evidence of such filing, to claim a tax deduction for any amount which would be taxable to Founder in the absence of such an election.

Tax Consequences and Tax Election Notification. (a) The Founder understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code") taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, restriction "restriction" means the right of the Company to buy back the stock pursuant to the Unvested Share Repurchase Option. The Founder understands that he or she may elect to be taxed at the time the Stock is purchased rather than when and as the Unvested Share Repurchase Option expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service (the "IRS") within thirty (30) calendar 30 days from the date of purchase. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The Founder understands that failure to make this filing timely will result in the recognition of ordinary income by the Founder, as the Unvested Share Repurchase Option lapses, on the difference between the purchase price and the fair market value of the Stock at the time such restriction lapses. (b) The Founder understands that the purchase price of the Stock has been valued set by the Board of Directors and that the Company believes this valuation is a fair attempt to appraise it. The Founder understands, however, that if the Founder files a Section 83(b) election, the Company can give no assurances that the purchase price will be accepted as the fair market value of the Stock by the IRS, and that the IRS could assert that the value of the Stock on the date of purchase was substantially greater than the purchase price. If the IRS were to successfully argue in a tax determination that the Stock had a value greater than the price paid by the Founder, and the Founder has filed a Section 83(b) election, the additional value would constitute ordinary income as of the date of its receipt. The additional taxes (and interest) due would be payable by the Founder. There is no provision for the Company to reimburse the Founder for any potential tax liability, and the Founder assumes all responsibility for itany such liability. If the additional value attributed to the Stock was more than 25 percent of the Founders Founder's gross income for the year in which that value was taxable, the IRS would have six years from the due date for filing of the Founder's the return (or the actual filing date of the return if filed thereafter) within which to assess the additional tax and interest. THE FOUNDER ACKNOWLEDGES THAT IT IS THE FOUNDER’S 'S SOLE RESPONSIBILITY AND NOT THE COMPANY’S 'S RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(B), EVEN IF THE FOUNDER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE FOUNDERS FOUNDER'S BEHALF. THE FOUNDER FURTHER UNDERSTANDS THAT ANY PURPORTED ELECTION PURSUANT TO SECTION 83(B) MUST COMPLY WITH THE PROVISIONS OF TREASURY REGULATION SECTION 1.83-2. FOUNDER ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY THE COMPANY TO SEEK THE ASSISTANCE OF A TAX ADVISOR TN THIS MATTER. (c) The Founder shall notify the Company in writing if Founder files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from Founder evidence of such filing, to claim a tax deduction for any amount which would be taxable to Founder in the absence of such an election.

Tax Consequences and Tax Election Notification. (a) The Founder Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”) taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, restriction “restriction” means the right of the Company to buy back the stock pursuant to the Unvested Share Repurchase Option. The Founder Purchaser understands that he may elect to be taxed at the time the Stock is purchased rather than when and as the Unvested Share Repurchase Option expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service (the “IRS”) within thirty (30) calendar 30 days from the date of purchase. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The Founder Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the FounderPurchaser, as the Unvested Share Repurchase Option lapses, on the difference between the purchase price and the fair market value of the Stock at the time such restriction lapses. (b) The Founder Purchaser understands that the purchase price of the Stock has been valued set by the Board of Directors and that the Company believes this valuation is a fair attempt to appraise it. The Founder Purchaser understands, however, that if the Founder Purchaser files a Section 83(b) election, the Company can give no assurances that the purchase price will be accepted as the fair market value of the Stock by the IRS, and that the IRS could assert that the value of the Stock on the date of purchase was substantially greater than the purchase price. If the IRS were to successfully argue in a tax determination that the Stock had a value greater than the price paid by the FounderPurchaser, and the Founder Purchaser has filed a Section 83(b) election, the additional value would constitute ordinary income as of the date of its receipt. The additional taxes (and interest) due would be payable by the FounderPurchaser. There is no provision for the Company to reimburse the Founder Purchaser for any potential tax liability, and the Founder Purchaser assumes all responsibility for itany such liability. If the additional value attributed to the Stock was more than 25 percent of the Founders Purchaser’s gross income for the year in which that value was taxable, the IRS would have six years from the due date for filing of the Purchaser’s the return (or the actual filing date of the return if filed thereafter) within which to assess the additional tax and interest. THE FOUNDER PURCHASER ACKNOWLEDGES THAT IT IS THE FOUNDERPURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(B), EVEN IF THE FOUNDER PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE FOUNDERS PURCHASER’S BEHALF. THE PURCHASER FURTHER UNDERSTANDS THAT ANY PURPORTED ELECTION PURSUANT TO SECTION 83(B) MUST COMPLY WITH THE PROVISIONS OF TREASURY REGULATION SECTION 1.83-2. PURCHASER ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY THE COMPANY TO SEEK THE ASSISTANCE OF A TAX ADVISOR IN THIS MATTER. (c) The Founder Purchaser shall notify the Company in writing if Founder Purchaser files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from Founder Purchaser evidence of such filing, to claim a tax deduction for any amount which would be taxable to Founder Purchaser in the absence of such an election.

Tax Consequences and Tax Election Notification. (a) The Founder understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code") taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, restriction "restriction" means the right of the Company to buy back the stock pursuant to the Unvested Share Repurchase Option. The Founder understands that he or she may elect to be taxed at the time the Stock is purchased rather than when and as the Unvested Share Repurchase Option expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service (the "IRS") within thirty (30) calendar 30 days from the date of purchase. Even if the fair market value of the Stock stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The Founder understands that failure to make this filing timely will result in the recognition of ordinary income by the Founder, as the Unvested Share Repurchase Option lapses, on the difference between the purchase price and the fair market value of the Stock at the time such restriction lapses. (b) The Founder understands that the purchase price of the Stock has been valued set by the Board of Directors and that the Company believes this valuation is a fair attempt to appraise it. The Founder understands, however, that if the Founder files a Section 83(b) election, the Company can give no assurances that the purchase price will be accepted as the fair market value of the Stock by the IRS, and that the IRS could assert that the value of the Stock on the date of purchase was substantially greater than the purchase price. If the IRS were to successfully argue in a tax determination that the Stock had a value greater than the price paid by the Founder, and the Founder has filed a Section 83(b) election, the additional value would constitute ordinary income as of the date of its receipt. The additional taxes (and interest) due would be payable by the Founder. There is no provision for the Company to reimburse the Founder for any potential tax liability, and the Founder assumes all responsibility for itany such liability. If the additional value attributed to the Stock was more than 25 percent of the Founders Founder's gross income for the year in which that value was taxable, the IRS would have six years from the due date for filing the return (or the actual filing date of the return if filed thereafter) within which to assess the additional tax and interest. THE FOUNDER ACKNOWLEDGES THAT IT IS THE FOUNDER’S 'S SOLE RESPONSIBILITY AND NOT THE COMPANY’S 'S RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(B), EVEN IF THE FOUNDER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE FOUNDERS FOUNDER'S BEHALF. THE FOUNDER FURTHER UNDERSTANDS THAT ANY PURPORTED ELECTION PURSUANT TO SECTION 83(B) MUST COMPLY WITH THE PROVISIONS OF TREASURY REGULATION SECTION 1.83-2. FOUNDER ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY THE COMPANY TO SEEK THE ASSISTANCE OF A TAX ADVISOR IN THIS MATTER. (c) The Founder shall notify the Company in writing if Founder files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from Founder evidence of such filing, to claim a tax deduction for any amount which would be taxable to Founder in the absence of such an election.

Tax Consequences and Tax Election Notification. (a) The Founder Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the Code) taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, restriction means the right of the Company to buy back the stock pursuant to the Unvested Share Repurchase Option. The Founder Purchaser understands that he may elect to be taxed at the time the Stock is purchased rather than when and as the Unvested Share Repurchase Option expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service (the IRS) within thirty (30) calendar days from the date of purchase. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The Founder Purchaser understands that failure to make this filing timely will result in the recognition of ordinary income by the FounderPurchaser, as the Unvested Share Repurchase Option lapses, on the difference between the purchase price and the fair market value of the Stock at the time such restriction lapses. (b) The Founder Purchaser understands that the Stock has been valued by the Board of Directors and that the Company believes this valuation is a fair attempt to appraise it. The Founder Purchaser understands, however, that if the Founder Purchaser files a Section 83(b) election, the Company can give no assurances that the purchase price will be accepted as the fair market value of the Stock by the IRS, and that the IRS could assert that the value of the Stock on the date of purchase was substantially greater than the purchase price. If the IRS were to successfully argue in a tax determination that the Stock had value greater than the price paid by the FounderPurchaser, and the Founder Purchaser has filed a Section 83(b) election, the additional value would constitute ordinary income as of the date of its receipt. The additional taxes (and interest) due would be payable by the FounderPurchaser. There is no provision for the Company to reimburse the Founder Purchaser for any potential tax liability, and the Founder Purchaser assumes all responsibility for it. If the additional value attributed to the Stock was more than 25 percent of the Founders Purchasers gross income for the year in which that value was taxable, the IRS would have six years from the due date for filing the return (or the actual filing date of the return if filed thereafter) within which to assess the additional tax and interest. THE FOUNDER PURCHASER ACKNOWLEDGES THAT IT IS THE FOUNDERPURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(B), EVEN IF THE FOUNDER PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE FOUNDERS PURCHASERS BEHALF. (c) The Founder Purchaser shall notify the Company in writing if Founder Purchaser files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from Founder Purchaser evidence of such filing, to claim a tax deduction for any amount which would be taxable to Founder Purchaser in the absence of such an election.

Tax Consequences and Tax Election Notification. (a) The Founder understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code") taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, restriction "restriction" means the right of the Company to buy back the stock pursuant to the Unvested Share Repurchase Option. The Founder understands that he or she may elect to be taxed at the time the Stock is purchased rather than when and as the Unvested Share Repurchase Option expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service (the "IRS") within thirty (30) calendar 30 days from the date of purchase. Even if the fair market value of the Stock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. The Founder understands that failure to make this filing timely will result in the recognition of ordinary income by the Founder, as the Unvested Share Repurchase Option lapses, on the difference between the purchase price and the fair market value of the Stock at the time such restriction lapses. (b) The Founder understands that the purchase price of the Stock has been valued set by the Board of Directors and that the Company believes this valuation is a fair attempt to appraise it. The Founder understands, however, that if the Founder files a Section 83(b) election, the Company can give no assurances that the purchase price will be accepted as the fair market value of the Stock by the IRS, and that the IRS could assert that the value of the Stock on the date of purchase was substantially greater than the purchase price. If the IRS were to successfully argue in a tax determination that the Stock had a value greater than the price paid by the Founder, and the Founder has filed a Section 83(b) election, the additional value would constitute ordinary income as of the date of its receipt. The additional taxes (and interest) due would be payable by the Founder. There is no provision for the Company to reimburse the Founder for any potential tax liability, and the Founder assumes all responsibility for itany such liability. If the additional value attributed to the Stock was more than 25 percent of the Founders Founder's gross income for the year in which that value was taxable, the IRS would have six years from the due date for filing of the Founder's the return (or the actual filing date of the return if filed thereafter) within which to assess the additional tax and interest. THE FOUNDER ACKNOWLEDGES THAT IT IS THE FOUNDER’S 'S SOLE RESPONSIBILITY AND NOT THE COMPANY’S 'S RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(B), EVEN IF THE FOUNDER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE FOUNDERS FOUNDER'S BEHALF. (c. THE FOUNDER FURTHER UNDERSTANDS THAT ANY PURPORTED ELECTION PURSUANT TO SECTION 83(B) The Founder shall notify the Company in writing if Founder files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from Founder evidence of such filing, to claim a tax deduction for any amount which would be taxable to Founder in the absence of such an election.MUST COMPLY WITH THE PROVISIONS