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Acknowledgement and Statement of Decision Regarding Section 83(b) Election - Version 3

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

EXHIBIT B

ACKNOWLEDGMENT AND STATEMENT OF DECISION
REGARDING SECTION 83(b) ELECTION 

The undersigned has entered into a stock purchase agreement with Company Name, a Delaware corporation (the “Company”), pursuant to which the undersigned is purchasing __________ shares of Common Stock of the Company (the “Shares”). In connection with the purchase of the Shares, the undersigned hereby represents as follows:

  1. The undersigned has carefully reviewed the stock purchase agreement pursuant to which the undersigned is purchasing the Shares. 
     
  2. The undersigned either [check and complete as applicable]: 

    (a) ___ has consulted, and has been fully advised by, the undersigned’s own tax advisor, Tax Advisor Name, whose business address is Tax Advisor's Business Address regarding the federal, state and local tax consequences of purchasing the Shares, and particularly regarding the advisability of making elections pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) and pursuant to the corresponding provisions, if any, of applicable state law; or 

    (b) ___ has knowingly chosen not to consult such a tax advisor. 
     
  3. The undersigned hereby states that the undersigned has decided [check as applicable]: 

    (a) ___ to make an election pursuant to Section 83(b) of the Code, and is submitting to the Company, together with the undersigned’s executed Common Stock Purchase Agreement, an executed form entitled “Election Under Section 83(b) of the Internal Revenue Code of 1986;” or 

    (b) ___ not to make an election pursuant to Section 83(b) of the Code.
     
  4. Neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to the undersigned with respect to the tax consequences of the undersigned’s purchase of the Shares or of the making or failure to make an election pursuant to Section 83(b) of the Code or the corresponding provisions, if any, of applicable state law. 

Dated: ____________

PURCHASER:

Purchaser Name

Address: Purchaser Address

Spouse of Purchaser (if applicable) 

Orrick

27 513,972 0

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