Common use of Employee Stock Clause in Contracts

Employee Stock. Unless otherwise approved by the board of directors of the Company (including a majority of the Preferred Directors then in office), all future 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 four (4) year period, with the first twenty-five percent (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 thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Section 2.10. In addition, unless otherwise approved by the board of directors of the Company (including a majority of the Preferred Directors then in office), the Company shall retain a “right of first refusal” on transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment of such holder of restricted stock or shares issued upon exercise of options.

Employee Stock. Unless otherwise approved by the board Board of directors of the Company (including a majority of the Preferred Directors then in office)Directors, all future employees employees, consultants, directors and consultants other service providers 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 four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months on each anniversary of the vesting commencement date for such option or shares, provided that such employee, consultant, director or other service provider has provided continued employment or service, and service to the remaining shares vesting in equal monthly installments over the following thirty-six (36) monthsCompany during such period, and (ii) a market stand-off provision substantially similar to that in Section 2.102.11. In addition, unless otherwise approved by the board Board of directors of Directors, with respect to all equity grants other than those made pursuant to the Company’s 2002 Amended and Restated Stock Incentive Plan, the Company (including a majority of the Preferred Directors then in office), the Company A) shall retain (and not waive) a “right of first refusal” on employee, consultant, director and other service provider transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering and IPO, (B) shall have the right to repurchase repurchase, at cost, unvested shares shares, if any, held by such employees employee, consultant, director or consultants at the lower of cost or fair market value other service provider upon termination of employment or services service, as applicable, of such holder a recipient of a grant of restricted stock or shares issued upon exercise of options stock, and (iiC) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares repurchase, at cost, vested shares, if any, held by such employees at cost employee, consultant, director or other service provider upon termination of employment or service, as applicable, for “Cause” (as defined in the applicable restricted stock agreement) of such holder a recipient of a grant of restricted stock or shares issued upon exercise of optionsstock.

Employee Stock. Unless otherwise approved by the board of directors of the Company Board (including at least a majority of the Preferred Directors then in office), ) all future 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 four (4) year period, with the first twenty-five percent (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 thirty-six three (363) monthsyears, (ii) the immediate expiration of all unvested options upon an employee’s or consultant’s, as applicable, termination or resignation from the Company, (iii) a ninety (90) day exercise period for an employee or consultant, as applicable, to exercise vested options upon an employee’s or consultant’s, as applicable, termination or resignation, and (iiiv) a market stand-off provision substantially similar to that in Section 2.10Subsection 2.11. In addition, unless otherwise approved by Without the board of directors prior approval of the Company Board (including at least a majority of the Preferred Directors 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 at least a majority of the Preferred Directors then in office) the Company shall retain a “right of first refusal” on employee transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering IPO and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment of such a holder of restricted stock or shares issued upon exercise of optionsstock.

Employee Stock. Unless otherwise approved by the board of directors of the Company (including a majority of the Requisite Preferred Directors then in office)Directors, all future employees 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 four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly or quarterly installments over the following thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Section 2.10Subsection 2.11; provided, that each recipient continues to be an employee, director or consultant of the Company on such dates, and such agreement shall not include acceleration of the vesting schedule. Without the prior approval by 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 of directors of the Company (including a majority of the Requisite Preferred Directors then in office)Directors, the Company shall retain (and not waive) a “right of first refusal” on employee transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering IPO and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or and fair market value upon termination of employment or services of such a holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment of such holder of restricted stock or shares issued upon exercise of optionsstock.

Employee Stock. Unless otherwise approved by the board Board, including the affirmative approval of directors of the Company (including a majority of the Preferred Directors then in office)serving on the Board, all future 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 four (4) year period, with the first twenty-five percent (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 thirty-six (36) months, months and (ii) a market stand-off provision substantially similar to that in Section 2.102.11 of this Agreement. In addition, unless otherwise approved by the board Board, including the affirmative approval of directors of the Company (including a majority of the Preferred Directors then in office)serving on the Board, (a) the Company shall retain a “right of first refusal” on transfers of shares of the Company’s capital stock by all (i) future such employees and consultants of the Company until the Company’s Initial Public Offering IPO and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of the employment or services other service relationship of such a holder of restricted stock or shares issued upon exercise of options and (iib) existing employees all award agreements issued under the Company’s Third Amended and Restated 2008 Equity Incentive Plan, as amended to date, or any other equity incentive plan shall provide that each recipient of an equity-based award under such plan that would result in such recipient’s holding, or being entitled to acquire, shares of capital stock of the Company until constituting one percent (1%) or more of the Company’s Initial Public Offering and shall have the right to repurchase unvested then outstanding Common Stock (treating for this purpose all shares held by such employees at cost upon termination of employment of such holder of restricted stock or shares issued Common Stock issuable upon exercise or conversion of outstanding options, warrants or convertible securities as if exercised and/or converted) shall be bound by and subject to drag-along obligations substantially similar to those set forth in Section 3 of the Voting Agreement, dated as of the date hereof, by and among the Company and the stockholders listed therein, as the same may be amended from time to time.

Employee Stock. Unless otherwise approved by the board Board of directors of the Company (Directors, including a majority of the Preferred Directors then Directors, and except as set forth in office)the Founder Stock Vesting Agreements dated as of March 5, 2010, all future employees and employees, 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 four (4) year period, with the first twenty-five percent (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 thirty-six months (36) 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 2.10. In addition, unless otherwise approved by the board of directors of the Company 1.13; (including a majority of the Preferred Directors then in office), the Company shall retain iii) a “right of first refusal” on transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering Qualified IPO; and shall have (iv) the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment or service of such 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 shares issued new employees (not including the Founders) upon exercise termination of optionsemployment 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 board Board of directors of the Company (Directors, including a majority at least four of the Preferred Directors then in office)Directors, all future 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 four (4) year period, with the first twenty-five percent (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 thirty-six (36) monthsmonths with no acceleration, and (ii) a market stand-off provision substantially similar to that in Section 2.10Subsection 2.11. Without the prior approval by the Board of Directors, including 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 board Board of directors of the Company (Directors, including a majority at least four of the Preferred Directors then in office)Directors, the Company shall retain (and not waive) a “right of first refusal” on employee transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering IPO and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment of such a holder of restricted stock or shares issued upon exercise of optionsstock.

Employee Stock. Unless otherwise approved by the board Board of directors of Directors including the Company (including a majority of the Requisite Preferred Directors then in office)Director Vote, all future employees employees, directors, consultants and consultants other service providers 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 four (4) year period, with the first twenty-five percent (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 thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Section 2.102.11. Without the prior approval by the Board of Directors including the Requisite Preferred Director 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 Section 5.3. In addition, unless otherwise approved by the board Board of directors of Directors, including the Company (including a majority of the Requisite Preferred Directors then in office)Director Vote, the Company shall retain (and not waive) a “right of first refusal” on employee transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering IPO and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment of such a holder of restricted stock or shares issued upon exercise of optionsstock.

Employee Stock. Unless otherwise approved by the board Board of directors Directors, including the Preferred Directors (or the sole Preferred Director if the holders of Preferred Stock are no longer entitled to elect a Preferred Director pursuant to the Voting Agreement), all future employees and consultants of the Company (including a majority who purchase, receive options to purchase, or receive awards of shares of the Preferred Company’s capital stock after the date hereof shall only be entitled to receive shares of Common Stock not exceeding in the aggregate 7.5% of the entire outstanding capital stock of the Company on a fully diluted and as converted to Common Stock basis. Unless otherwise approved by the Board of Directors then in office), all future 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 four (4) year period, with the first twenty-five percent (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 thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Section 2.10Subsection 2.11. Without the prior approval by the 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 5.2. In addition, unless otherwise approved by the board Board of directors of the Company (including a majority of the Preferred Directors then in office)Directors, the Company shall retain (and not waive) a “right of first refusal” on transfers (secondary to the “right of shares first refusal of the Company’s capital stock by all (iInvestors and Founders) future employees and consultants of the Company on employee transfers until the Company’s Initial Public Offering IPO and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment of such a holder of restricted stock. The Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock option plan, stock purchase, stock restriction or shares issued upon exercise option agreement with any existing employee or service provider without the prior written consent of optionsthe Requisite Holders if such amendment would adversely affect any of the Investors’ rights of first refusal thereunder.

Employee Stock. Unless otherwise approved by the board Board of directors of the Company (Directors, including at least a majority of the Series Preferred Directors then in office)Directors, all future 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 four (4) year period, with the first twenty-five percent (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 thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Section 2.102.11. In addition, unless otherwise approved by the board Board of directors of the Company (Directors, including at least a majority of the Series Preferred Directors then in office)Directors, the Company shall retain a “right of first refusal” on employee transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering IPO and shall have the right to repurchase unvested shares held by such employees or consultants at the lower lesser of (i) cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees the then fair market value of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested such shares held by such employees at cost upon termination of employment of such a holder of restricted stock. Notwithstanding any provision contained herein, performance based stock and stock equivalents granted after the date hereof based on the achievement of certain performance based milestones, shall be subject to vesting as determined by the Board at the time of grant. Stock and stock equivalents held by consultants of the Company or shares issued upon research institutions with which the Company has entered into a licensing agreement shall be subject to a “right of first refusal” in favor of the Company. If the Company elects not to exercise any right of optionsfirst refusal or other repurchase right granted under this Section 5.2, then the Company shall assign such right to the Major Investors on a pro rata basis.

Employee Stock. Unless otherwise approved by the board Board of directors of the Company (Directors, including a majority at least two of the Preferred Directors then in office)Directors, all future 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 four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or serviceservice from service provider’s start date, and the remaining shares vesting in equal monthly installments over the following thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Section 2.10Subsection 2.11. Without the prior approval by the Board of Directors, including the approval of at least two 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 5.5. In addition, unless otherwise approved by the board Board of directors of the Company (Directors, including a majority at least two of the Preferred Directors then in office)Directors, the Company shall retain (and not waive or otherwise let lapse) a “right of first refusal” on employee transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering IPO and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment of such a holder of restricted stock or shares issued upon exercise of optionsstock.

Employee Stock. Unless otherwise approved by the board Board of directors of Directors, including the Company (including a majority of the Requisite Preferred Directors then in office)Director Vote, all future employees employees, consultants and consultants other service providers 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 four (4) year period, with the first twenty-five percent (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 thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Section 2.102.11. Without the prior approval by the Board of Directors, including the Requisite Preferred Director 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 Section 5.3. In addition, unless otherwise approved by the board Board of directors of Directors, including the Requisite Preferred Director Vote, the Company (including a majority x) shall not offer or approve any acceleration of the Preferred Directors then in office)vesting, the Company and (y) shall retain (and not waive) a “right of first refusal” on employee transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering IPO and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment of such a holder of restricted stock or shares issued upon exercise of optionsstock.

Employee Stock. Unless otherwise approved by the board Board of directors of the Company (Directors, including a majority of the Preferred Directors then in office)at least two Series B Directors, all future 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 four (4) year period, with the first twenty-five percent (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 thirty-six (36) months, and (ii) for all employees, a market stand-off provision substantially similar to that set forth in Section 2.102.11. If any employees or consultants are permitted to exercise unvested options, such employees and consultants shall be required to enter into an agreement with the Company providing the Company or its assignee (to the extent permissible under applicable securities law qualification) with an option to repurchase the shares upon termination of the employee’s employment or the consultant’s services, with or without cause, at the lesser of cost and the fair market value any unvested shares held by such employee or consultant, unless otherwise approved by the Board of Directors, including at least two Series B Directors. If any employee or consultant exercises any options and following such exercise such employee or consultant shall own greater than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock), then it shall be a condition of such exercise that the employee or consultant become a party to the Voting Agreement and the Right of First Refusal Agreement (as each term is defined in the Purchase Agreement) as a Key Holder thereunder. In addition, unless otherwise approved by the board Board of directors of the Company (Directors, including a majority of the Preferred Directors then in office)at least two Series B Directors, the Company shall retain a “right of first refusal” on employee transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering IPO and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment of such a holder of restricted stock or shares issued upon exercise of optionsstock.

Employee Stock. The Company and the Investors each agree to take all actions reasonably necessary to cause the number of shares of Common Stock available for issuance under the Stock Plan (as defined in the Purchase Agreement) to be increased after the Milestone Closing (as defined in the Purchase Agreement) such that the number of shares of Common Stock available for issuance under the Stock Plan will, together with all outstanding options and restricted stock grants as of the Initial Closing (as defined in the Purchase Agreement), equal fourteen percent (14%) of the fully-diluted outstanding Common Stock immediately after giving effect to the Milestone Closing. Unless otherwise approved by the board Board of directors of the Company (Directors, including at least a majority of the Preferred Directors then in office)Directors, all future 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 four (4) year period, with the first twenty-five percent (25%) 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 thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Section 2.10Subsection 2.11. In addition, unless otherwise approved by the board Board of directors of the Company (including a majority of the Preferred Directors then in office)Directors, the Company shall retain a “right of first refusal” on employee transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering IPO and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment of such a holder of restricted stock or shares issued upon exercise of optionsstock.

Employee Stock. Unless otherwise approved by the board Board of directors of the Company Directors, including (including i) at least a majority of the Preferred Series B Directors then and (ii) in office)the event any applicable employee or consultant is an affiliate of PBM, the Series C Director, all future 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 four (4) year period, with the first twenty-five percent (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 thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Section 2.10Subsection 2.11. Without the prior approval by the Board of Directors, including (i) at least a majority of the Series B Directors and (ii) in the event any applicable employee or consultant is an affiliate of PBM, the Series C Director, the Company shall not on or after the date hereof 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 5.2. In addition, unless otherwise approved by the board Board of directors of the Company (Directors, including at least a majority of the Preferred Directors then Series B Directors, or unless otherwise stated in office)a written agreement existing as of the date hereof between an employee and the Company, the Company shall retain (and not waive) a “right of first refusal” on employee transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering IPO and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment of such a holder of restricted stock or shares issued upon exercise of optionsstock.

Employee Stock. Unless otherwise approved by the board Board of directors of Directors, including the Company (including a majority of the Requisite Preferred Directors then in office)Director Vote, all future 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 four five (45) year period, with the first twenty-five twenty percent (2520%) 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 thirty-six four (364) monthsyears, and (ii) a market stand-off provision substantially similar to that in Section 2.102.11. Without the prior approval by the Board of Directors, including the Requisite Preferred Director 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 Section 5.3. In addition, unless otherwise approved by the board Board of directors of Directors, including the Requisite Preferred Director Vote, the Company (including a majority x) shall not offer or allow any acceleration of the Preferred Directors then in office), vesting and (y) the Company shall retain (and not waive) a “right of first refusal” on employee transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering IPO and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment of such 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 or shares issued upon exercise of optionsshall be made to Key Holders (as defined in the Voting Agreement).

Employee Stock. Unless otherwise approved by the board Board of directors of the Company Directors (including a majority of the Preferred Directors then in officeDirectors), all future 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) with respect to any initial purchase or initial award of shares or options to purchase shares of the Company’s capital stock made in connection with the commencement of such an employee’s or consultant’s employment or engagement with the Company, as applicable, after the date hereof, vesting of shares over a four (4) year period, with the first twenty-five percent (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 thirty-six (36) months, (ii) with respect to purchases or awards of shares or options to purchase shares of the Company’s capital stock following such initial purchase or initial award, vesting of shares over a four (4) year period, with shares vesting in equal monthly installments over forty-eight (48) months, and (iiiii) a market stand-off provision substantially similar to that in Section 2.10Subsection 2.11. In addition, unless otherwise approved by the board Board of directors of the Company Directors (including a majority of the Preferred Directors then in officeDirectors), the Company shall retain a “right of first refusal” on employee transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering and IPO and, with respect to awards of restricted stock (including any awards received in respect of any early exercised options) granted after the date hereof, shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment of such a holder of restricted stock or shares issued upon exercise of optionsstock.

Employee Stock. Unless otherwise approved by the board Board of directors Directors, which approval must include the affirmative vote of the Company (including a majority three of the Preferred Directors (or, if fewer, such number of Preferred Directors as there are then in officeserving), all future 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 four (4) year period, with the first twenty-five percent (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 thirty-six (36) 36 months, and (ii) a market stand-off provision substantially similar to that in Section 2.102.11. Without the prior approval by the 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 Section 5.3. In addition, unless otherwise approved by the board Board of directors of the Company (Directors, including a majority three of the Preferred Directors (or, if fewer, such number of Preferred Directors as there are then in officeserving), the Company shall retain (and not waive) a “right of first refusal” on employee transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering IPO and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment of such a holder of restricted stock or shares issued upon exercise of optionsstock.

Employee Stock. Unless otherwise approved by the board Board of directors Directors (which shall include the approval of the Company (including a majority of the Preferred Directors then in officeDirectors), all future 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 four (4) year period, with the first twenty-five percent (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 thirty-six (36) months, and (iib) a market stand-off provision substantially similar to that in Section 2.102.11.Without the prior approval by the Board 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 Section 5.3. In addition, unless otherwise approved by the board Board of directors of the Company (Directors, including a majority of the Preferred Directors then in office)Directors, the Company shall retain (and not waive) a “right of first refusal” on employee transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering IPO and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment of such a holder of restricted stock or shares issued upon exercise of optionsstock.

Employee Stock. Unless otherwise approved by the board Board of directors Directors, which approval must include the affirmative vote of the Company (including a majority two of the Preferred Directors (or, if fewer, such number of Preferred Directors as there are then in officeserving), all future 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 four (4) year period, with the first twenty-five percent (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 thirty-six (36) 36 months, and (ii) a market stand-off provision substantially similar to that in Section 2.102.11. Without the prior approval by the 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 Section 5.3. In addition, unless otherwise approved by the board Board of directors of the Company (Directors, including a majority two of the Preferred Directors (or, if fewer, such number of Preferred Directors as there are then in officeserving), the Company shall retain (and not waive) a “right of first refusal” on employee transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering IPO and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment of such a holder of restricted stock or shares issued upon exercise of optionsstock.

Employee Stock. Unless otherwise approved by the board Board of directors of Directors, including the Company (including a majority of the Requisite Preferred Directors then in office)Director Vote, all future 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 four (4) year period, with the first twenty-five percent (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 thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Section 2.10Subsection 2.11. Without the prior approval by the Board of Directors, including the Requisite Preferred Director 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 board Board of directors of Directors, including the Company (including a majority of the Requisite Preferred Directors then in office)Director Vote, the Company shall retain (and not waive) a “right of first refusal” on employee transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering IPO and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment of such a holder of restricted stock or shares issued upon exercise of optionsstock.

Employee Stock. Unless otherwise approved by the board Board (or any committee thereof), including approval of directors of the Company at least three (including a majority 3) of the Preferred Directors then in office)Directors, all future 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 four (4) year period, with the first twenty-five percent (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 thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Section 2.10Subsection 2.11. Without the prior approval by the Board (or any committee thereof), including approval of at least three (3) 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 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 (or any committee thereof), including approval of directors of the Company at least three (including a majority 3) of the Preferred Directors then in office)Directors, the Company shall retain (and not waive) a “right of first refusal” on employee transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering IPO and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment of such a holder of restricted stock or shares issued upon exercise stock. Notwithstanding the foregoing, any approval by a duly elected committee of optionsthe Board shall only require the approval of at least two (2) of the Preferred Directors.

Employee Stock. Unless otherwise approved by the board Company’s Board of directors of Directors (the Company (including “Board”) and a majority of the Preferred Directors then in office)Majority, all future 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 four (4) year 4)-year period, with the first twenty-five percent (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 thirty-six (36) months, (ii) no accelerated vesting upon the occurrence of a Deemed Liquidation Event, as such term is defined in the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time (the “Restated Certificate”), or a Stock Sale, unless such employee is terminated without cause within twelve (12) months of such Deemed Liquidation Event or Stock Sale, and (iiiii) a market stand-off provision substantially similar to that in Section 2.104.2. In addition, unless otherwise approved by the board of directors of the Company (including a majority of the Preferred Directors then in office)Board, the Company shall retain a “right of first refusal” on employee transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering IPO (with a secondary right to the Investors) and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment of such a holder of restricted stock or shares issued upon exercise of optionsstock.

Employee Stock. Unless otherwise approved by the board Board of directors of Directors, including the Company (including a majority of the Preferred Directors then in office)Directors, all future 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 four (4) year period, with the first twenty-five percent (25%) 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 thirty-six three (363) monthsyears, and (ii) a market stand-off provision substantially similar to that in Section 2.10Subsection 2.11. Without the prior approval by the Board of Directors, including 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 board Board of directors of Directors, including the Company (including a majority of the Preferred Directors then in office)Directors, the Company shall retain (and not waive) a “right of first refusal” on employee transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering consummation of an IPO, the consummation of a SPAC Transaction, or the completion of a Direct Listing, as the case may be, and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment of such a holder of restricted stock or shares issued upon exercise of optionsstock.

Employee Stock. Unless otherwise approved by the board of directors of a Qualified Board Majority, the Company (including a majority of the Preferred Directors then in office)shall cause each employee, all future employees director and consultants consultant of the Company who purchaseis issued any stock, receive options to purchaseor other stock equivalents (collectively, or receive awards of shares of the Company’s capital stock “Employee Stock”) after the date hereof shall be required hereof, to execute restricted stock or option agreements, as applicable, providing for enter into an agreement that provides (i) for vesting of shares such Employee Stock over a four forty-eight (448) year periodmonths, with the first twenty-five percent (25%) of such shares vesting following no Employee Stock being vested for twelve (12) months from the date of continued employment issuance or servicegrant, as the case may be, at which time 25% of such Employee Stock shall be vested, and the remaining shares vesting Employee Stock shall vest in equal monthly installments over the following thirty-six (36) next 36 months, and ; (ii) for the Company’s right of repurchase of the unvested portion of such Employee Stock at cost in the event the holder’s employment with or service to the Company terminates with or without cause; (iii) for the holder to agree to a market stand-off provision standoff requested by the Company or the underwriters of any public offering of the Company’s securities, substantially similar to that as set forth in Section 2.101.14; (iv) for the Company’s right of first refusal to repurchase such Employee Stock in the event of any proposed transfer or sale of such Employee Stock. In addition, unless otherwise approved by the board of directors of the Company (including a majority of the Preferred Directors then in office)Qualified Board Majority agree otherwise, the Company Employee Stock shall retain a “right not contain any acceleration upon the occurrence of first refusal” on transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment of such holder of restricted stock or shares issued upon exercise of optionsany event.

Employee Stock. Unless otherwise approved by the board Board of directors Directors, including one of the Company (including a majority of Series A Directors, and except as otherwise disclosed in the Preferred Directors then in office)Disclosure Schedule accompanying the Purchase Agreement as transactions currently contemplated by the Company, all future 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 four (4) year period, with the first twenty-five percent (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 thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Section 2.102.11. Without the prior approval by the Board of Directors, including one of the 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 Section 5.3. In addition, unless otherwise approved by the board Board of directors Directors, including one of the Company (including a majority of the Preferred Directors then in office)Series A Directors, the Company shall retain (and not waive) a “right of first refusal” on employee transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering IPO and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment of such a holder of restricted stock or shares issued upon exercise of optionsstock.

Employee Stock. Unless otherwise approved by the board Board of directors of the Company (Directors, including a majority at least three of the Preferred Directors then in office)Directors, all future 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 four (4) year period, with no more than the first twenty-five percent (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 thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Section 2.10Subsection 2.11. Without the prior approval by the Board of Directors, including at least three 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 Board of directors of the Company (Directors, including a majority at least three of the Preferred Directors then in office)Directors, the Company shall retain a “right of first refusal” on employee transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering IPO and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment of such a holder of restricted stock or shares issued upon exercise of optionsstock.

Employee Stock. Unless otherwise approved by the board Board of directors Directors, including the then-serving Series B Preferred Director (if any) and at least one of the Company then-serving Series A Directors (including a majority of the Preferred Directors then in officeif any), all future 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 four (4) year period, with the first twenty-five percent (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 thirty-six (36) months, without any “single trigger” acceleration upon a Deemed Liquidation Event, (ii) a vesting commencement date coincident with their employment or service start date, (iii) automatic termination of all unvested options within a 90-day period following any option holder’s termination as a service provider to the Company, and (iiiv) a market stand-off provision substantially similar to that in Section 2.10Subsection 2.11. Without the prior approval by the Board of Directors, including the then-serving Series B Preferred Director (if any) and at least one of the then-serving Series A 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 inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the board Board of directors Directors, including the then-serving Series B Preferred Director (if any) and at least one of the Company then-serving Series A Directors (including a majority of the Preferred Directors then in officeif any), the Company shall retain (and not waive) a “right of first refusal” on employee transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering IPO and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or and fair market value upon termination of employment or services of such a holder of restricted stock or shares issued upon exercise stock. The Company shall not permit the transfer of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase any unvested shares held by such employees at cost upon termination of employment of such holder of restricted stock (other than for tax or shares issued upon exercise of optionsestate planning purposes).

Employee Stock. Unless otherwise approved by the board Board, including the affirmative approval of directors of the Company (including a majority of the Preferred Directors then in office)serving on the Board, all future 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 four (4) year period, with the first twenty-five percent (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 thirty-six (36) months, months and (ii) a market stand-off provision substantially similar to that in Section 2.102.11 of this Agreement. In addition, unless otherwise approved by the board Board, including the affirmative approval of directors of the Company (including a majority of the Preferred Directors then in office)serving on the Board, (a) the Company shall retain a “right of first refusal” on transfers of shares of the Company’s capital stock by all (i) future such employees and consultants of the Company until the Company’s Initial Public Offering IPO and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of the employment or services other service relationship of such a holder of restricted stock or shares issued upon exercise of options and (iib) existing employees all award agreements issued under the Company’s Third Amended and Restated 2008 Equity Incentive Plan or any other equity incentive plan shall provide that each recipient of an equity-based award under such plan that would result in such recipient’s holding, or being entitled to acquire, shares of capital stock of the Company until constituting one percent (1%) or more of the Company’s Initial Public Offering and shall have the right to repurchase unvested then outstanding Common Stock (treating for this purpose all shares held by such employees at cost upon termination of employment of such holder of restricted stock or shares issued Common Stock issuable upon exercise or conversion of outstanding options, warrants or convertible securities as if exercised and/or converted) shall be bound by and subject to drag-along obligations substantially similar to those set forth in Section 3 of the Voting Agreement, dated as of the date hereof, by and among the Company and the stockholders listed therein, as the same may be amended from time to time.

Employee Stock. Unless otherwise approved by the board Board of directors Directors, including at least one of the Company (including a majority of Series A Directors and the Preferred Directors then in office)Series C Director, all future 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 for: (i) vesting of shares over a four (4) year period, with the first twenty-five percent (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 thirty-six (36) months, months and (ii) a market stand-off provision substantially similar to that in Section 2.10Subsection 2.11. Without the prior approval by the Board of Directors, including at least one 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 Board of directors Directors, including at least one of the Company (including a majority of Series A Directors and the Preferred Directors then in office)Series C Director, the Company shall retain a “right of first refusal” on employee transfers of shares of the Company’s capital stock by all (i) future employees and consultants of the Company until the Company’s Initial Public Offering IPO and shall have the right to repurchase unvested shares held by such employees or consultants at the lower of cost or fair market value upon termination of employment or services of such holder of restricted stock or shares issued upon exercise of options and (ii) existing employees of the Company until the Company’s Initial Public Offering and shall have the right to repurchase unvested shares held by such employees at cost upon termination of employment of such a holder of restricted stock or shares issued upon exercise of optionsstock.