Common use of 83(b) Election Clause in Contracts

83(b) Election. Under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), the difference between the purchase price paid for the Restricted Shares and their Fair Market Value on the date any forfeiture restrictions applicable to such shares lapse will be reportable as ordinary income at that time. Grantee may elect to be taxed at the time the shares are acquired rather than when such shares cease to be subject to such forfeiture restrictions by filing an election under Section 83(b) of the Code with the Internal Revenue Service within the 30 days following the date Grantee acquires the Restricted Shares. Grantee will have to make a tax payment to the extent the purchase price is less than the Fair Market Value of the shares on the acquisition date. No tax payment will have to be made to the extent the purchase price is at least equal to the Fair Market Value of the shares on the date the Grantee acquired the Restricted Shares. The form and instructions for making this election are attached as Exhibit A hereto. Failure to make this filing within the 30-day period will result in the recognition of ordinary income by Grantee (in the event the Fair Market Value of the shares increases after the date of acquisition) as the forfeiture restrictions lapse. GRANTEE ACKNOWLEDGES THAT IT IS HIS SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS BEHALF. GRANTEE IS RELYING SOLELY ON HIS OWN ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE ANY 83(b) ELECTION.

83(b) Election. Under I understand that Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), may tax as compensation income the difference between the purchase price amount I paid for the Restricted Shares and their Fair Market Value on the fair market value of the Shares as of the date any forfeiture restrictions applicable on my Shares lapse in the absence of an 83 (b) election. In this context, “restriction” means the right of the Company to buy back the Shares pursuant to the terms of the Stockholders. In the event the Company has registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), “restriction” with respect to officers, directors, and 10% shareholders also means the six-month period after the purchase of the Employee Shares during which sales of certain securities by such shares lapse will be reportable as ordinary income at officers, directors, and 10% shareholders would give rise to liability under Section 16(b) of the Exchange Act. I understand that time. Grantee I may elect to be taxed at the time the shares Shares are acquired subjected to the repurchase obligation rather than when such shares cease to be subject to such forfeiture restrictions and as the repurchase obligation and six-month Section 16(b) period expires, by filing an election under Section 83(b) of the Code with the Internal Revenue Service within the 30 days following from the date Grantee acquires hereof and by filing a copy of such election with his tax return for the Restricted Shares. Grantee will have to make a tax payment year in which the Employee Shares were subjected to the extent the purchase price is less than the Fair Market Value of the shares on the acquisition daterepurchase obligation. No tax payment will have to be made to the extent the purchase price is at least equal to the Fair Market Value of the shares on the date the Grantee acquired the Restricted SharesI UNDERSTAND THAT FAILURE TO MAKE THIS FILING IN A TIMELY MANNER MAY RESULT IN THE RECOGNITION OF COMPENSATION INCOME, AS THE REPURCHASE OBLIGATION LAPSES, OR AFTER THE LAPSE OF THE SIX-MONTH SECTION 16(b) PERIOD, ON ANY DIFFERENCE BETWEEN THE PURCHASE PRICE AND THE FAIR MARKET VALUE OF THE SHARES AT THE TIME SUCH RESTRICTIONS LAPSE. The form and instructions for making this election are attached as Exhibit A hereto. Failure to make this filing within the 30-day period will result in the recognition of ordinary income by Grantee (in the event the Fair Market Value of the shares increases after the date of acquisition) as the forfeiture restrictions lapse. GRANTEE ACKNOWLEDGES I ACKNOWLEDGE THAT IT IS HIS MY SOLE RESPONSIBILITY, RESPONSIBILITY AND NOT THE COMPANY’S, ’S TO TIMELY FILE A TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF GRANTEE REQUESTS I REQUEST THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS MY BEHALF. GRANTEE IS RELYING SOLELY ON HIS I ACKNOWLEDGE THAT I SHALL CONSULT MY OWN ADVISORS WITH RESPECT TO TAX ADVISERS REGARDING THE DECISION AS TO WHETHER ADVISABILITY OR NOT TO FILE ANY NONADVISABILITY OF MAKING THE ELECTION UNDER SECTION 83(b) ELECTION.OF THE CODE AND ACKNOWLEDGE THAT I SHALL NOT RELY ON THE COMPANY OR ITS ADVISERS FOR SUCH ADVICE. Total Amount Enclosed: $ Date: (Optionee) Received by XXXXXXX.XXX INC. on , By: Name:

83(b) Election. Under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), the difference between the purchase price paid for the Restricted Shares and their Fair Market Value on the date any forfeiture restrictions applicable to such shares lapse will be reportable as ordinary income at that time. Grantee may elect to be taxed at the time the shares are acquired rather than when such shares cease to be subject to such forfeiture restrictions by filing an election under Section 83(b) of the Code with the Internal Revenue Service within the 30 days following the date Grantee acquires the Restricted Shares. Grantee will have to make a tax payment to the extent the purchase price is less than the Fair Market Value value of the shares on the acquisition date. No tax payment will have to be made to the extent the purchase price is at least equal to the Fair Market Value of the shares on the date the Grantee acquired acquitted the Restricted Shares. The form and instructions for making this election are attached as Exhibit A hereto. Failure to make this filing within the 30-day period will result in the recognition of ordinary income by Grantee (in the event the Fair Market Value of the shares increases after the date of acquisition) as the forfeiture restrictions lapse. GRANTEE ACKNOWLEDGES THAT IT IS HIS SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS BEHALF. GRANTEE IS RELYING SOLELY ON HIS OWN ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE ANY 83(b) ELECTION.

83(b) Election. Under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), the difference between the purchase price paid for the Restricted Shares and their Fair Market Value on the date any forfeiture restrictions applicable to such shares lapse will be reportable as ordinary income at that time. Grantee may elect to be taxed at the time the shares are acquired rather than when such shares cease to be subject to such forfeiture restrictions by filing an election under Section 83(b) of the Code with the Internal Revenue Service within the 30 days following the date Grantee acquires the Restricted Shares. Grantee will have to make a tax payment to the extent the purchase price is less than the Fair Market Value of the shares on the acquisition date. No tax payment will have to be made to the extent the purchase price is at least equal to the Fair Market Value of the shares on the date the Grantee acquired the Restricted Shares. The form and instructions for making this election are attached as Exhibit A hereto. Failure to make this filing within the 30-day period will result in the recognition of ordinary income by Grantee (in the event the Fair Market Value of the shares increases after the date of acquisition) as the forfeiture restrictions lapse. GRANTEE ACKNOWLEDGES THAT IT IS HIS SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS BEHALF. GRANTEE IS RELYING SOLELY ON HIS OWN ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE ANY 83(b) ELECTION.. EXHIBIT A ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE THE UNDERSIGNED hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

83(b) Election. Under I understand that Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), may tax as compensation income the difference between the purchase price amount I paid for the Restricted Shares and their Fair Market Value on the fair market value of the Shares as of the date any forfeiture restrictions applicable on my Shares lapse in the absence of an 83(b) election. In this context, “restriction” means the right of the Company to buy back the Shares pursuant to the terms of the Stockholders. In the event the Company has registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), “restriction” with respect to officers, directors, and 10% shareholders also means the six-month period after the purchase of the Optionee Shares during which sales of certain securities by such shares lapse will be reportable as ordinary income at officers, directors, and 10% shareholders would give rise to liability under Section 16(b) of the Exchange Act. I understand that time. Grantee I may elect to be taxed at the time the shares Shares are acquired subjected to the repurchase obligation rather than when such shares cease to be subject to such forfeiture restrictions and as the repurchase obligation and six-month Section 16(b) period expires, by filing an election under Section 83(b) of the Code with the Internal Revenue Service within the 30 days following from the date Grantee acquires hereof and by filing a copy of such election with his tax return for the Restricted Shares. Grantee will have to make a tax payment year in which the Optionee Shares were subjected to the extent the purchase price is less than the Fair Market Value of the shares on the acquisition daterepurchase obligation. No tax payment will have to be made to the extent the purchase price is at least equal to the Fair Market Value of the shares on the date the Grantee acquired the Restricted SharesI UNDERSTAND THAT FAILURE TO MAKE THIS FILING IN A TIMELY MANNER MAY RESULT IN THE RECOGNITION OF COMPENSATION INCOME, AS THE REPURCHASE OBLIGATION LAPSES, OR AFTER THE LAPSE OF THE SIX-MONTH SECTION 16(b) PERIOD, ON ANY DIFFERENCE BETWEEN THE PURCHASE PRICE AND THE FAIR MARKET VALUE OF THE SHARES AT THE TIME SUCH RESTRICTIONS LAPSE. The form and instructions for making this election are attached as Exhibit A hereto. Failure to make this filing within the 30-day period will result in the recognition of ordinary income by Grantee (in the event the Fair Market Value of the shares increases after the date of acquisition) as the forfeiture restrictions lapse. GRANTEE ACKNOWLEDGES I ACKNOWLEDGE THAT IT IS HIS MY SOLE RESPONSIBILITY, RESPONSIBILITY AND NOT THE COMPANY’S, ’S TO TIMELY FILE A TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF GRANTEE REQUESTS I REQUEST THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS MY BEHALF. GRANTEE IS RELYING SOLELY ON HIS I ACKNOWLEDGE THAT I SHALL CONSULT MY OWN ADVISORS WITH RESPECT TO TAX ADVISERS REGARDING THE DECISION AS TO WHETHER ADVISABILITY OR NOT TO FILE ANY NONADVISABILITY OF MAKING THE ELECTION UNDER SECTION 83(b) ELECTION.OF THE CODE AND ACKNOWLEDGE THAT I SHALL NOT RELY ON THE COMPANY OR ITS ADVISERS FOR SUCH ADVICE. Total Amount Enclosed: $ Date:______________________________ (Optionee) Received by XXXXXXX.XXX INC. on , By: Name: