RALLYBIO HOLDINGS, LLC
RESTRICTED SHARE AGREEMENT
This RESTRICTED SHARE AGREEMENT (this Agreement) dated as of the day of , between Rallybio Holdings, LLC, a Delaware limited liability company (the Company), and (the Recipient) relating to common shares of the Company (Common Shares).
WHEREAS, pursuant to the Companys 2018 Share Plan (the Plan), the Company approved the issuance to the Recipient, effective as of the date set forth above, of Common Shares (the Shares), upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Recipient hereby agree as follows:
Issuance of Shares
1.1 Defined Terms. Capitalized but otherwise undefined terms in this Agreement shall have the same defined meanings as in the Plan.
1.2 Agreement to Issue Shares. The Company hereby agrees to issue the Shares to the Recipient. The Company and the Recipient agree that, unless otherwise specified in Section 2.1, the Shares shall initially be deemed Unvested Common Shares within the meaning of Section 3.2 of the Plan and shall initially be subject to all of the restrictions set forth herein and therein.
1.3 Operating Agreement. By execution of this Agreement, the Recipient agrees to become bound by the terms and conditions of the Operating Agreement of the Company, dated as of April , 2018, as amended, modified or supplemented from time to time (the Operating Agreement), as a member thereunder, and agrees that the Shares shall be bound by all of the terms and conditions of the Operating Agreement.
Lapse of Restrictions
2.1 Lapse. All of the Shares shall be subject to the restrictions set forth in Article III and shall be Restricted Shares on the date hereof. Shares shall vest and become Unrestricted Shares in accordance with the schedule set forth in the Notice of Grant. No further action on behalf of the Company or the Recipient shall be required to convert the Restricted Shares into Unrestricted Shares.
2.2 Delivery of Unrestricted Shares. Promptly following receipt of a written request from the Recipient, the Company shall deliver to the Recipient a certificate for the whole number of Unrestricted Shares with respect to which the restrictions have lapsed. Such Unrestricted Shares shall be free of all such restrictions, except any that may be imposed by law, including without limitation securities laws, on the Recipient or the Recipients beneficiary or estate, as the case may be.