MANAGEMENT RIGHTS LETTER

[// GUIDANCE: A management rights letter grants an investor contractual rights to consult with and advise management. It is commonly requested by venture capital funds to qualify for the "venture capital operating company" (VCOC) exemption under ERISA, which allows pension funds and other ERISA-governed investors to invest in the VC fund. The rights must be "management rights" that give the investor the ability to participate in or substantially influence the management of the portfolio company.]

MANAGEMENT RIGHTS LETTER

[DATE]

[INVESTOR NAME]
[INVESTOR ADDRESS]
[CITY, STATE ZIP]

Re: Management Rights - Investment in [COMPANY NAME]

Dear [INVESTOR CONTACT NAME]:

Reference is made to that certain Series [A] Preferred Stock Purchase Agreement dated [DATE] (the "Purchase Agreement") by and among [COMPANY NAME], a Delaware corporation (the "Company"), and the investors listed therein, including [INVESTOR NAME] (the "Investor"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

In consideration of the Investor's agreement to purchase shares of Series [A] Preferred Stock of the Company pursuant to the Purchase Agreement, the Company hereby agrees as follows:

1. MANAGEMENT RIGHTS

1.1 Consultation Rights

(a) The Company hereby grants to the Investor the right to consult with and advise the management of the Company on significant business issues, including:

• (i) Strategic planning and business development;
• (ii) Financial performance and budgeting;
• (iii) Product development and technology strategy;
• (iv) Marketing and sales strategy;
• (v) Human resources and key hiring decisions;
• (vi) Fundraising and capital structure;
• (vii) Mergers, acquisitions, and strategic partnerships;
• (viii) Such other matters as may be mutually agreed.

(b) The Company's management shall make itself reasonably available to consult with the Investor's designated representative(s) on such matters upon reasonable notice.

1.2 Information Rights

(a) The Investor shall have the right to receive from the Company:

• (i) Annual Financial Statements: Audited annual financial statements within [90-120] days after fiscal year end;
• (ii) Quarterly Financial Statements: Unaudited quarterly financial statements within [45] days after quarter end;
• (iii) Annual Budget: The annual budget and business plan, as approved by the Board;
• (iv) Monthly Reports: Monthly financial reports within [30] days of month end (if prepared);
• (v) Board Materials: Copies of materials provided to the Board of Directors;
• (vi) Capitalization Table: Updated capitalization table upon request;
• (vii) Other Information: Such other information as may be reasonably requested.

(b) The information rights granted herein are in addition to any information rights granted under the Investors' Rights Agreement.

1.3 Access Rights

(a) The Company shall permit the Investor's designated representative(s) to:

• (i) Visit and inspect the Company's properties and facilities during normal business hours upon reasonable advance notice;
• (ii) Meet with Company management to discuss the Company's business and operations;
• (iii) Examine the Company's books and records;
• (iv) Discuss the Company's affairs, finances, and accounts with Company officers and independent accountants.

(b) Such access shall be provided at reasonable times and in a manner that does not unreasonably interfere with the Company's business operations.

1.4 Board Observer Rights

(a) For so long as the Investor holds at least [THRESHOLD] shares of the Company's capital stock, the Investor shall have the right to designate one representative to attend all meetings of the Board of Directors as a non-voting observer (the "Observer").

(b) The Company shall provide the Observer with:
- (i) Notice of all Board meetings at the same time as notice is provided to directors;
- (ii) Copies of all materials provided to the Board;
- (iii) Access to attend Board meetings in person or by telephone/video conference.

(c) The Observer may be excluded from portions of Board meetings involving:
- (i) Matters in which the Investor has a conflict of interest;
- (ii) Attorney-client privileged communications; or
- (iii) Matters where the Observer's attendance would be competitively harmful to the Company.

1.5 Board Seat (If Applicable)

[// GUIDANCE: Include this section if the Investor has a contractual right to a Board seat.]

☐ Board Seat Included: Pursuant to the Voting Agreement, the Investor has the right to designate one member of the Board of Directors. The Investor's Board designee shall have all rights and responsibilities of a director under Delaware law and the Company's organizational documents.

2. VCOC QUALIFICATION

2.1 Purpose

The parties acknowledge that the Investor is a venture capital fund and that this letter is intended to provide the Investor with "management rights" within the meaning of Section 2510.3-101(d)(3)(ii) of Title 29 of the Code of Federal Regulations, as modified by Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), to enable the Investor to qualify as a "venture capital operating company" ("VCOC") under ERISA.

2.2 Interpretation

This letter shall be interpreted in a manner consistent with the Investor's qualification as a VCOC. If any provision is determined to be insufficient for such qualification, the Company agrees to negotiate in good faith to amend this letter to provide the Investor with sufficient management rights.

2.3 Cooperation

The Company agrees to cooperate with the Investor's reasonable requests for documentation or certifications relating to the Investor's VCOC status.

3. CONFIDENTIALITY

3.1 Confidential Information

The Investor agrees to maintain the confidentiality of all non-public information received from the Company pursuant to this letter and to use such information solely for the purpose of monitoring and advising on its investment in the Company.

3.2 Disclosure to Limited Partners

Notwithstanding Section 3.1, the Investor may disclose confidential information to:
- (a) Its partners, members, directors, officers, and employees who have a need to know;
- (b) Its legal, financial, and tax advisors;
- (c) Its limited partners and investors, subject to confidentiality obligations;
- (d) Prospective purchasers of the Investor's interest in the Company, subject to confidentiality obligations.

4. DURATION

4.1 Effectiveness

This letter shall become effective upon the closing of the Investor's purchase of Series [A] Preferred Stock pursuant to the Purchase Agreement.

4.2 Termination

This letter shall terminate upon the earliest of:
- (a) The closing of the Company's initial public offering;
- (b) The Investor ceasing to hold any shares of the Company's capital stock;
- (c) The written agreement of the Company and the Investor.

5. GENERAL PROVISIONS

5.1 No Employment Relationship

Nothing in this letter shall be construed to create an employment, agency, or partnership relationship between the Company and the Investor or its representatives.

5.2 No Fiduciary Duty

The Investor's consultation and advice pursuant to this letter is provided on a non-fiduciary basis, and the Investor shall have no liability to the Company or its stockholders for any advice provided hereunder, except in the case of fraud, gross negligence, or willful misconduct.

5.3 Assignment

The Investor may assign its rights under this letter to any affiliate of the Investor or to any transferee of all or substantially all of the Investor's shares of the Company's capital stock, provided that such transferee agrees in writing to be bound by the terms of this letter.

5.4 Amendment

This letter may be amended only by a written instrument signed by both parties.

5.5 Governing Law

This letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles.

5.6 Counterparts

This letter may be executed in counterparts. Electronic signatures shall be deemed original signatures.

6. ACKNOWLEDGMENT

Please indicate your acceptance of the foregoing by signing and returning a copy of this letter.

COMPANY:

[COMPANY NAME]

By: _________________________________

Name: [AUTHORIZED SIGNATORY NAME]

Title: [TITLE]

Date: _________________________________

ACKNOWLEDGED AND AGREED:

INVESTOR:

[INVESTOR NAME]

By: _________________________________

Name: [AUTHORIZED SIGNATORY NAME]

Title: [TITLE]

Date: _________________________________

SCHEDULE A - INVESTOR REPRESENTATIVE(S)

The Investor designates the following individual(s) as its representative(s) for purposes of exercising management rights under this letter:

The Investor may change its designated representative(s) by providing written notice to the Company.

This Management Rights Letter is designed to provide the Investor with management rights sufficient to qualify as a "venture capital operating company" under ERISA. This document should be reviewed by qualified legal counsel familiar with ERISA and investment fund regulations before use.