Advisor Agreement

Effective as of [DATE] (the “Effective Date”), [COMPANY], a [TYPE OF COMPANY] (“Company”) and the advisor named on the signature page hereto (“Advisor”) agree as follows:

1. Services. Advisor agrees to serve as an advisor to the Company and provide consulting and advisory services to Company, including but not limited to those services provided on Exhibit A attached hereto (the “Services”). While this Agreement is in effect, Advisor will not provide services to any company directly or indirectly active in Company’s current or contemplated field.

2. Consideration. As the only consideration due to Advisor for the Services, subject to approval by the Board of Directors of Company (the “Board”), Company will grant Advisor an option to purchase [NUMBER] shares of Company’s common stock (the “Option”). The Option will be subject to the Company’s [DATE] Equity Incentive Plan, as may be amended from time to time (the “Plan”) and the Company’s standard form of Option Agreement (the “Option Agreement”). Subject to approval by the Board, Advisor will vest in 50% of the shares underlying the Option after 12 months of continuous service with Company measured from the Effective Date, and thereafter, 1/24th of the shares underlying the Option will vest in 12 equal monthly installments, until the shares underlying the Option are fully vested on the second anniversary of the Effective Date, subject to Advisor’s continuous service with Company as of each such vesting date, as further provided in the Option Agreement. The Option will be granted, subject to approval by the Board, with an exercise price no less than the fair market value of a share of the common stock of the Company on the grant date of the Option, as determined by the Board in its sole discretion.

3. Expenses. Advisor shall be entitled to reimbursement for reasonable, documented expenses incurred by Advisor for which Advisor receives prior written approval from Company.

4. Ownership. Advisor agrees that any and all of the Work Product (as defined below) shall be the sole and exclusive property of the Company. Advisor hereby irrevocably assigns to Company all right, title and interest worldwide in and to all deliverables, work product, content or other materials created, developed or conceived pursuant to or relating to the Services, and to any ideas, concepts, processes, discoveries, developments, formulae, information, materials, improvements, designs, artwork, content, software programs, other copyrightable works, and any other work product created, conceived or developed by Advisor (whether alone or jointly with others) for Company during or before the term of this Agreement (collectively, the “Work Product”), including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights therein. Advisor retains no rights to use the Work Product and agrees not to challenge the validity of Company’s ownership of the Work Product in connection with any use of any kind of the Work Product. Advisor agrees to execute, at Company’s request and expense, all documents and other instruments necessary or desirable to confirm such assignment. Advisor hereby irrevocably appoints Company as Advisor’s attorney-in-fact for the purpose of executing such documents on Advisor’s behalf, which appointment is coupled with an interest.

5. Confidential Information. Advisor agrees that all of the Work Product and other business, marketing, technical and financial information (including, without limitation, the identity of and information relating to Company’s customers, investors or employees) Advisor obtains from or assigns to Company, or learns in connection with the Services, constitute “Confidential Information.” Advisor will hold in confidence and not disclose or, except in performing the Services, use any Confidential Information. However, Advisor shall not be so obligated with respect to information that Advisor can document in writing (i) is or becomes readily publicly available without restriction through no fault of Advisor, or (ii) that Advisor knew without restriction prior to its disclosure by Company. Upon termination of this Agreement or as otherwise requested by Company, Advisor will promptly return to Company all items and copies containing or embodying any Confidential Information.

6. Nonsolicitation. Advisor agrees that while providing the Services under this Agreement, and for one (1) year thereafter, Advisor will not either directly or indirectly, solicit or attempt to solicit any employee, independent contractor or consultant of Company to terminate his, her or its relationship with Company in order to become an employee, consultant or independent contractor to or for any other person or entity.