ELECTION UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE OF 1986

Document may be included as an exhibit to the Common Stock Purchase Agreement (with Vesting) and the Restricted Stock Purchase Agreement.

Many founders wish to make an 83(b) election in order to preserve possible future taxation benefits. A Section 83(b) election is an election to include in income the value of property which is subject to a substantial risk of forfeiture, such as a Company repurchase right in the purchase agreement, which repurch
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Exhibit C

The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code, to include in taxpayer’s gross income or alternative minimum taxable income, as applicable, for the current taxable year, the amount of any income that may be taxable to taxpayer in connection with taxpayer’s receipt of the property described below:

  1. The name, address, taxpayer identification number and taxable year of the undersigned are as follows:

    NAME OF TAXPAYER: Name of Taxpayer 

    NAME OF SPOUSE: Name of Spouse 

    ADDRESS: Taxpayer Address 

    IDENTIFICATION NO. OF TAXPAYER: Identification No. of Taxpayer 

    IDENTIFICATION NO. OF SPOUSE: Identification No. of Spouse 

    TAXABLE YEAR: Taxable Year 
     
  2. The property with respect to which the election is made is described as follows: 
    Shares Election Made For shares of the Common Stock of Company Name, a Delawarecorporation (the “Company”).
     
  3. The date on which the property was transferred is: Date Transfered 
     
  4. The property is subject to the following restrictions:

    Repurchase option at cost in favor of the Company upon termination of taxpayer’s employment or consulting relationship.
     
  5. The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: 
    $Fair Market Value
     
  6. The amount (if any) paid for such property: $Amount Paid.

The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned’s receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner.

PURCHASER: 

Purchaser Name 

Address: Purchaser Address

Spouse of Purchaser (if applicable) 

Orrick

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