Form of Restricted Stock Unit Agreement

Name of Grantee:

Grant Date:

Number of Shares of Stock Covered by the RSUs:

Vesting Commencement Date:

Vesting Schedule:

Your RSUs shall vest in accordance with the vesting schedule set forth on the cover sheet of this Agreement.

To the extent that vesting could result in any fractional shares, resulting fractional shares will be rounded to the nearest whole share and shall be rounded up or down as necessary as of the last applicable vesting date; provided, in all cases, you cannot vest in more than the number of shares of Stock covered by your RSUs, as set forth on the cover sheet of this Agreement.

For purposes of this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by your employer in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by Applicable Laws. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work.

Your employer may determine, in its discretion, which leaves count for this purpose and when your Service terminates for all purposes under the Plan in accordance with the provisions of the Plan. Notwithstanding the foregoing, the Company may determine, in its discretion, that a leave counts for this purpose even if your employer does not agree.

Upon termination of your Service for Cause at any time prior to the applicable Vesting Date, all RSUs covered by this Agreement shall immediately and automatically be forfeited upon such termination of Service, notwithstanding that the Service Condition may have been satisfied with respect to all or a portion of the RSUs or the Liquidity Event Condition may have been satisfied with respect to such RSUs.

Upon termination of your Service for any reason other than Cause, all RSUs for which the Service Condition has not been satisfied shall immediately and automatically be forfeited upon such termination of Service.

You will immediately and automatically forfeit to the Company all of your unvested RSUs in the event that the Liquidity Event Condition has not been satisfied by the seventh (7^th) anniversary of the Grant Date.

In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s Initial Public Offering, you agree not to sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to engage in any of the foregoing transactions with respect to any shares of Stock issued pursuant to this Agreement without the prior written consent of the Company or its underwriters, for such period of time after the effective date of such registration statement as may be requested by the Company or the underwriters (not to exceed one hundred eighty (180) days in length).

You hereby agree and represent, by accepting the RSUs, that:

i. you are acquiring the RSUs for investment for your own account and not with a view to, or intention of, or otherwise for resale in connection with, any distribution to any person or entity;

ii. neither the offer nor sale of the RSUs hereunder, or the shares of Stock covered by the RSUs, have been registered under the Securities Act or registered or qualified under any applicable state securities laws and that the RSUs are being offered to you by reason of and in reliance upon a specific exemption from the registration provisions of the Securities Act and exemptions from registration or qualification provisions of such applicable state or other jurisdiction’s securities laws which depend upon, among other things, the bona fide nature of the investment intent as expressed herein and the truth and accuracy of your representations, warranties, agreements, acknowledgments, and understandings as set forth herein;

iii. no public market now exists for any of the securities issued by the Company and that there can be no assurance that a public market will ever exist for the shares of Stock;

iv. you must, and are able to, bear the economic risk of your investment in the RSUs and the shares of Stock covered by the RSUs for an indefinite period of time and can afford a complete loss of your investment in the RSUs and the shares of Stock covered by the RSUs;

v. you are sophisticated in financial matters and have such knowledge and experience in financial and business matters as to be capable of evaluating the risks and benefits of your investment in the RSUs and the shares of Stock covered by the RSUs;

vi. if the Company has notified you that it is relying or may rely on an exemption pursuant to Regulation D of the Securities Act for the issuance of the RSUs to you, you are an “accredited investor” within the meaning of Regulation D of the Securities Act; and

If you should take actions in violation or breach of or in conflict with any (a) employment agreement, (b) non-competition agreement, (c) agreement prohibiting solicitation of employees or clients of the Company or any Affiliate, (d) confidentiality obligation with respect to the Company or any Affiliate, (e) Company or Affiliate policy or procedure, (f) other agreement, or (g) any other material obligation to the Company or any Affiliate, the Company has the right to cause an immediate forfeiture of your rights to the RSUs under this Agreement, and you will immediately forfeit the RSUs.

In addition, if you have vested in shares of Stock pursuant to this Agreement during the two (2)-year period prior to your actions, you will owe the Company a cash payment (or forfeiture of shares of Stock) in an amount determined as follows: (1) for any shares of Stock that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from the sale(s), and (2) for any shares of Stock that you still own, the amount will be the number of shares of Stock owned times the Fair Market Value of the shares of Stock on the date you receive notice from the Company (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company the shares of Stock or any other shares of Stock or making a cash payment or a combination of these methods as determined by the Company in its sole discretion).

The text of the Plan is incorporated into this Agreement by reference.

Certain capitalized terms used in this Agreement are defined in the Plan and have the meaning set forth in the Plan.

This Agreement and the Plan constitute the entire understanding between you and the Company regarding the RSUs. Any prior agreements, commitments, or negotiations concerning the RSUs are superseded, except that any written employment, consulting, confidentiality, non-competition, non-solicitation, and/or severance agreement between you and the Company or an Affiliate, as applicable, shall supersede this Agreement with respect to its subject matter.

The grant of RSUs under this Agreement is intended to comply with the short-term deferral exemption from Code Section 409A (“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance with the exemption. Notwithstanding anything to the contrary in the Plan or this Agreement, none of the Company, its Affiliates, the Board, or the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Section 409A, and none of the Company, its Affiliates, the Board, or the Committee will have any liability to you for such tax or penalty.

To the extent that the RSUs constitute “deferred compensation” under Section 409A, a termination of Service occurs only upon an event that would be a Separation from Service within the meaning of Section 409A. If, at the time of your Separation from Service, (i) you are a “specified employee” within the meaning of Section 409A, and (ii) the Company makes a good faith determination that an amount payable on account of your Separation from Service constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six (6)-month delay rule set forth in Section 409A to avoid taxes or penalties under Section 409A (the “Delay Period”), then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after the Delay Period (or upon your death, if earlier), without interest. Each installment of RSUs that vest under this Agreement (if there is more than one installment) will be considered one of a series of separate payments for purposes of Section 409A.