Exhibit 10.19


 





 


TeraWulf


2021
Omnibus Incentive Plan


Notice
of PSU Grant


 


		Participant:	[__]



 


		# of Shares Underlying PSUs:	[__]



 


		Date of Grant:	[__]



 


		Vesting Schedule:	The PSUs shall vest in accordance with terms of the Award
Agreement attached hereto as Annex I. Upon vesting, the PSUs shall no longer be subject to cancellation pursuant to Section 3
of the Award Agreement.



 


By signing your name below, you accept the PSUs
and acknowledge and agree that the PSUs are granted under and governed by the terms and conditions of the TeraWulf 2021 Omnibus Incentive
Plan, the Award Agreement set forth on Annex I and the restrictive covenants set forth on Exhibit A thereto, each of
which are hereby made a part of this document.


 


	PARTICIPANT	 	TERAWULF INC.
	 	 	 
	 	 	By:	 
	 	 	Title:	          



 









     


     


    

 


ANNEX
I




 


TERAWULF


2021
Omnibus Incentive Plan


PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD
AGREEMENT


 


Pursuant to the PSU Grant
Notice (“Grant Notice”) and this Award Agreement, TeraWulf Inc. (together with its Subsidiaries, whether existing or
thereafter acquired or formed, and any and all successor entities, the “Company”) has granted the Participant performance-based
Restricted Stock Units (the “PSUs”) under the TeraWulf 2021 Omnibus Incentive Plan (the “Plan”)
with respect to the number of Shares indicated in the Grant Notice (the “Award”). Each PSU represents the right to
receive one Share. The PSUs are granted to the Participant effective as of the Date of Grant. Capitalized terms not explicitly defined
in this Award Agreement or in the Grant Notice but defined in the Plan shall have the same definitions as in the Plan.


 


1.     Vesting;
Settlement.


 


(a)            Vesting.
Subject to the provisions of this Section 1, the PSUs shall immediately vest upon the achievement of the Performance Goals (as defined
below) at any point during the period commencing on the Date of Grant and ending on the third anniversary of the Date of Grant (the “Performance
Period”), subject to the Participant’s continued employment or service with the Company through such date. Upon the achievement
of any Performance Goal during the Performance Period, Shares underlying the number of PSUs that have been earned (the “Earned
PSUs”) in accordance with the applicable Performance Goal shall be delivered to the Participant (each such date, a “Determination
Date”), subject to Section 1(c) below. In the event that any PSUs remain unvested at the end of the Performance Period,
such PSUs shall be forfeited.


 


(b)            Performance
Goals. The PSUs shall be earned as follows: (i) 30% of the PSUs shall be earned upon achievement by the Company of a Market Capitalization
equal to $1,500,000,000 or greater; (ii) 30% of the PSUs shall be earned upon achievement by the Company of a Market Capitalization
equal to $2,000,000,000 or greater; (iii) 20% of the PSUs shall be earned upon achievement by the Company of a Market Capitalization
equal to $2,500,000,000 or greater; and (iv) 20% of the PSUs shall be earned upon achievement by the Company of a Market Capitalization
equal to $3,000,000,000 or greater (collectively, the “Performance Goals”). For purposes of this Award Agreement, “Market
Capitalization” shall mean, as of any date of determination, an amount equal to (A) the total number of issued and outstanding
shares of common stock of the Company multiplied by (B) the average of the volume-weighted average per share price of such common
stock on the NASDAQ during each of the thirty (30) trading days immediately preceding the date of determination.


 


(c)            Settlement.
 Subject to the provisions of this Award Agreement, promptly following the Determination Date (and no later than the thirtieth
(30th) day following the Determination Date), the Participant shall receive the number of Shares that correspond to the number
of Earned PSUs, less any Shares withheld by the Company pursuant to Section 5 below. Upon such delivery, such Shares shall be fully
assignable, saleable and transferable by the Participant, provided that any such assignment, sale, transfer or other alienation with respect
to such Shares shall be in accordance with applicable securities laws.


 






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2.     Dividend
Equivalents. Unless otherwise provided by the Committee, the Participant shall not be eligible to receive dividend equivalents
with respect to the PSUs unless and until the Participant becomes the record owner of the Shares underlying the PSUs, at which time accrued
dividend equivalents shall be paid pursuant to Section 9(g)(ii) of the Plan.


 


3.     Termination
of Employment. In the event of the Participant’s termination of employment or service with the Company at any time, all
unvested PSUs shall be canceled immediately and the Participant shall not be entitled to receive any payments with respect thereto.


 


4.     Rights
as a Stockholder. The Participant shall have no voting rights with respect to the PSUs unless and until the Participant becomes
the record owner of the Shares underlying the PSUs.


 


5.     Tax
Withholding. The Participant shall be solely responsible for any applicable taxes (including, without limitation, income and
excise taxes) and penalties, and any interest that accrues thereon, that the Participant incurs in connection with the receipt, vesting
or settlement of any PSU granted hereunder. The Company shall be authorized to withhold from the Award the amount (in cash or Shares,
or any combination thereof) of applicable withholding taxes due in respect of the Award, its settlement or any payment or transfer under
the Award and to take such other action (including providing for elective payment of such amounts in cash or other property by the Participant)
as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes; provided, however, that no
Shares shall be withheld with a value exceeding the maximum statutory rates in the applicable tax jurisdictions.


 


6.     Clawback;
Forfeiture; Detrimental Conduct. The PSUs shall be subject to the clawback, forfeiture and detrimental conduct provisions set
forth in Section 15(u) of the Plan.


 


7.     Restrictive
Covenants.


 


(a)            Without
limiting any other non-competition, non-solicitation, non-disparagement or non-disclosure or other similar agreement to which the Participant
may be a party, the Participant shall be subject to the confidentiality and restrictive covenants set forth on Exhibit A attached
hereto, which Exhibit A is incorporated herein and forms part of this Award Agreement.


 


(b)            In
the event that the Participant violates any of the restrictive covenants referred to in this Section 7, in addition to any other
remedy that may be available at law or in equity, the PSUs shall be automatically forfeited effective as of the date on which such violation
first occurs. The foregoing rights and remedies are in addition to any other rights and remedies that may be available to the Company
and shall not prevent (and the Participant shall not assert that they shall prevent) the Company from bringing one or more actions in
any applicable jurisdiction to recover damages as a result of the Participant’s breach of such restrictive covenants.


 


		8.	Miscellaneous.



 


(a)            Compliance
with Legal Requirements. The granting of the PSU, and any other obligations of the Company under this Award Agreement, shall be subject
to all applicable U.S. federal, state and local laws, rules and regulations, all applicable non-U.S. laws, rules and regulations
and to such approvals by any regulatory or governmental agency as may be required. The Participant agrees to take all steps that the Committee
or the Company determines are reasonably necessary to comply with all applicable provisions of U.S. federal and state securities law and
non-U.S. securities law in exercising the Participant’s rights under this Award Agreement.


 






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(b)            Transferability.
The PSUs shall be subject to Section 15(b) of the Plan.


 


(c)            Waiver.
No amendment or modification of any provision of this Award Agreement shall be effective unless signed in writing by or on behalf of the
Company and the Participant, except that the Company may amend or modify this Award Agreement without the Participant’s consent
in accordance with the provisions of the Plan or as otherwise set forth in this Award Agreement. No waiver of any breach or condition
of this Award Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.
Any amendment or modification of or to any provision of this Award Agreement, or any waiver of any provision of this Award Agreement,
shall be effective only in the specific instance and for the specific purpose for which made or given.


 


(d)            Section 409A.
This Award Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations thereunder, and
the provisions of this Award Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code,
and this Award Agreement shall be operated accordingly. If any provision of this Award Agreement or any term or condition of the PSUs
would otherwise conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this
conflict. Notwithstanding anything else in this Award Agreement, if the Committee considers a Participant to be a “specified employee”
under Section 409A of the Code at the time of such Participant’s “separation from service” (as defined in Section 409A
of the Code), and the amount hereunder is “deferred compensation” subject to Section 409A of the Code any distribution
that otherwise would be made to such Participant with respect to PSUs as a result of such separation from service shall not be made until
the date that is six months after such separation from service, except to the extent that earlier distribution would not result in such
Participant’s incurring interest or additional tax under Section 409A of the Code. If the Award includes a “series of
installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Participants’
right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single
payment. Notwithstanding the foregoing, the tax treatment of the benefits provided under this Award Agreement is not warranted or guaranteed,
and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred
by the Participant on account of non-compliance with Section 409A of the Code.


 


(e)            General
Assets. All amounts credited in respect of the PSUs to the book-entry account under this Award Agreement shall continue for all purposes
to be part of the general assets of the Company. The Participant’s interest in such account shall make the Participant only a general,
unsecured creditor of the Company.


 






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(f)             Notices.
All notices, requests and other communications under this Award Agreement shall be in writing and shall be delivered in person (by courier
or otherwise), mailed by certified or registered mail, return receipt requested to the contact details below. The parties may use e-mail
delivery, so long as the message is clearly marked, sent to the e-mail address(es) set forth below.


 


if to the Company, to:


 


TeraWulf Inc.


9 Federal Street


Easton, MD 21601


Telephone: (410) 770-9500


Facsimile: (410) 770-9705


Email: legal@terawulf.com


Attention: General Counsel’s Office


 


if to the Participant, to the address, facsimile number or e-mail address
that the Participant most recently provided to the Company, or to such other address, facsimile number or e-mail address as such party
may hereafter specify for the purpose by notice to the other parties hereto.


 


(g)            Severability.
The invalidity or unenforceability of any provision of this Award Agreement shall not affect the validity or enforceability of any other
provision of this Award Agreement, and each other provision of this Award Agreement shall be severable and enforceable to the extent permitted
by law.


 


(h)            Successors.
The terms of this Award Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of
the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.


 


(i)             Entire
Agreement. The Participant acknowledges receipt of a copy of the Plan and represents that the Participant is familiar with the terms
and provisions thereof (and has had an opportunity to consult counsel regarding the PSU terms), and hereby accepts the grant of PSUs and
agrees to be bound by its contractual terms as set forth herein (including Exhibit A) and in the Plan. The Participant acknowledges
and agrees that the grant of the PSUs constitutes additional consideration to the Participant for the Participant’s continued and
future compliance with any restrictive covenants in favor of the Company by which the Participant is otherwise bound. The Participant
hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee regarding any questions relating
to the PSU. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of this Award Agreement,
the Plan terms and provisions shall prevail. This Award Agreement, including the Plan, constitutes the entire agreement between the Participant
and the Company on the subject matter hereof and supersedes all proposals, written or oral, and all other communications between the parties
relating to such subject matter.


 


(j)             Governing
Law. Except as otherwise set forth in an Employment Agreement, this Award Agreement shall be construed and interpreted in accordance
with the laws of the State of Delaware, without regard to principles of conflicts of laws thereof, or principles of conflicts of laws
of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Delaware.


 






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(k)            Dispute
Resolution; Consent to Jurisdiction. Except as otherwise set forth in an Employment Agreement, the Participant and the Company agree
that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this
Award Agreement (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought
in the United States federal and state courts in Wilmington, Delaware, and each of the parties hereby irrevocably consents to the jurisdiction
of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the
fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or
proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient
forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without
the jurisdiction of any such court.


 


(l)             Electronic
Signature and Delivery. This Award Agreement may be accepted by return signature or by electronic confirmation. By accepting this
Award Agreement, the Participant consents to the electronic delivery of prospectuses, annual reports and other information required to
be delivered by U.S. Securities and Exchange Commission rules (which consent may be revoked in writing by the Participant at any
time upon three business days’ notice to the Company, in which case subsequent prospectuses, annual reports and other information
shall be delivered in hard copy to the Participant).


 


(m)            Electronic
Participation in Plan. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation
in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate
in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.


 


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Exhibit A


 


Restrictive
Covenants


 


The Participant acknowledges
and agrees that during the Participant’s employment or service with the Company, the Participant will be providing services to the
Company and that the Participant will be intimately involved in the planning for or direction of the business of the Company, and that
the Participant has or will obtain selective or specialized skills, knowledge, abilities, or customer contacts or information by reason
of working for the Company and providing services to the Company.


 


1.     Noncompetition.
During the Participant’s employment or service with the Company and for a period of [six (6)] months thereafter, the Participant
shall not, either directly or indirectly, on the Participant’s behalf or on behalf of or in conjunction with any other person, company,
partnership, corporation, business, group, or other entity (each, a “Person”), engage, within the Territory (as described
below), as an officer, director, owner, partner, member, joint venturer, employee, team member, independent contractor, agent or consultant
in the same, similar or related capacity as the Participant was employed by or providing services to the Company, in any business engaged
in the Business of the Company (as described below); provided, however, that the Participant shall not be prohibited from passively owning
less than five percent (5%) of the outstanding shares of any class of equity securities registered under the Securities Exchange Act of
1934, as amended (the “34 Act”); provided, further that the Participant’s continued engagement with the business(es)
set forth on Schedule I shall not be a violation of this Agreement. [Notwithstanding the preceding, if the Participant’s
employment or service is terminated for Cause, the restrictions in this Section 1 shall apply during the twelve (12) month period
immediately following the date the Participant’s employment or service with the Company terminates.]


 


2.     Nonsolicitation.
In addition, during the Participant’s employment or service with the Company and for a period of eighteen (18) months thereafter,
the Participant shall not, either directly or indirectly, on the Participant’s behalf or on behalf of or in conjunction with any
other Person:


 


(a)            solicit
or attempt to solicit any employee of the Company or any of its Affiliates (or any employee who was employed by the Company or any of
its Affiliates within the six (6) months prior to the Participant’s termination of employment or service), with whom the Participant
had business relations or material contact, to end his or her relationship with the Company or any of its Affiliates or hire or attempt
to hire any of the foregoing; or


 


(b)            seek
to induce or otherwise cause any customer, client, supplier, vendor, licensee, licensor or any other Person with whom the Company or any
of its Affiliates then has, or during the six (6) months prior to such time had, a business relationship, whether by contract or
otherwise, with whom the Participant had business relations or material contact or about whom the Participant has Confidential Information
(as defined below) or Trade Secrets (as defined below), to discontinue or alter such business relationship in a manner that is adverse
to the Company or any of its Affiliates.


 






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i.            The
 “Territory” shall be defined as the United States of America and any other territory where the Participant is working
at the time of termination of employment or service with the Company or the Company is doing business; which the Participant acknowledges
and agrees is the territory in which the Participant is providing services to the Company.


 


ii.           The
 “Business of the Company” means (A) any business or activity engaged in by the Company and in which the Participant
was involved or obtained Confidential Information or Trade Secrets during his or her employment or service with the Company, and (B) any
other business opportunity that is under active consideration by the Company during the Participant’s employment or service with
the Company and in which the Participant was involved or obtained Confidential Information or Trade Secrets during his or her employment
or service with the Company.


 


3.     Blue
Pencil. The restrictive covenants set forth herein are severable and separate, and the unenforceability of any specific covenant
shall not affect the provisions of any other covenant. If any provision of the restrictive covenants set forth herein relating to the
time period, scope, or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction or arbitrator
to exceed the maximum time period, scope or geographic area, as applicable, that such court or arbitrator deems reasonable and enforceable,
then the restrictive covenants set forth herein shall automatically be considered to have been amended and revised to reflect such determination.


 


4.     Severability.
All of the covenants set forth herein shall be construed as an agreement independent of any other provisions in this Exhibit A,
and the existence of any claim or cause of action the Participant may have against the Company, whether predicated on this Exhibit A
or otherwise, shall not constitute a defense to the enforcement by the Company or any of its Affiliates of such covenants.


 


5.     Participant
Acknowledgments. The Participant has carefully read and considered the provisions of the restrictive covenants set forth herein
and, having done so, agrees that the restrictive covenants set forth herein impose a fair and reasonable restraint on the Participant
and are reasonably required to protect the interests of the Company and its Affiliates and their respective officers, directors, employees
and equityholders.


 


6.     Trade
Secrets and Confidential Information.


 


(a)            “Confidential
Information” means all non-public or proprietary data or information (other than Trade Secrets) concerning the business and
operations of the Company or any of its Affiliates, including, but not limited to, any non-public information (regardless of whether in
writing or retained as personal knowledge) pertaining to research and development; product costs, designs and processes; equityholder
information; pricing, cost, or profit factors; quality programs; annual budget and long-range business plans; marketing plans and methods;
contracts and bids; business ideas; and methods, inventions, innovations, developments, graphic designs, website designs, patterns, specifications,
procedures, databases and personnel. “Trade Secret” means trade secret as defined by applicable state law. In the absence
of such a definition, Trade Secret means information including, but not limited to, any technical or nontechnical data, formula, pattern,
compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan, list of actual or potential
customers or suppliers or other information similar to any of the foregoing, which (i) derives economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by proper means by, other persons who can derive economic value
from its disclosure or use and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.


 






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(b)            The
Participant acknowledges that in the course of the Participant’s employment or service with the Company, the Participant has received
or will receive and has had or will have access to Confidential Information and Trade Secrets of the Company or any of its Affiliates,
and that unauthorized or improper use or disclosure by the Participant of such Confidential Information or Trade Secrets will cause serious
and irreparable harm to the Company or any of its Affiliates. Accordingly, the Participant is willing to enter into the covenants contained
herein in order to provide the Company and its Affiliates with what the Participant considers to be reasonable protection for its interests.


 


(c)            The
Participant hereby agrees to (i) hold in confidence all Confidential Information of the Company or any of its Affiliates that come
into the Participant’s knowledge during the Participant’s employment or service by the Company and (ii) not disclose,
publish or make use of such Confidential Information, other than in the good-faith performance of the Participant’s duties, without
the prior written consent of the Company for as long as the information remains Confidential Information.


 


(d)            The
Participant hereby agrees to hold in confidence all Trade Secrets of the Company or any of its Affiliates that come into the Participant’s
knowledge during the Participant’s employment or service by the Company and not to disclose, publish, or make use of at any time
after the date hereof such Trade Secrets without the prior written consent of the Company for as long as the information remains a Trade
Secret.


 


(e)            Notwithstanding
the foregoing, the provisions of this Section 6 will not apply to (i) Confidential Information or Trade Secrets that otherwise
becomes generally known in the industry or to the public through no act of the Participant or any person or entity acting by or on the
Participant’s behalf or information which the Participant can demonstrate to have had rightfully in the Participant’s possession
prior to the commencement of the Participant’s employment or service with the Company or (ii) information required to be disclosed
by judicial or governmental proceedings; provided that, in the event the Participant is ordered by a court or other government
agency to disclose any Confidential Information, the Participant shall (1) promptly notify the Company of such order, (2) diligently
contest such order at the sole expense of the Company as expenses occur and (3) seek to obtain at the sole expense of the Company
such confidential treatment as may be available under applicable laws for any information disclosed under such order.


 


(f)             Notwithstanding
anything to the contrary herein, none of the covenants set forth herein will prohibit the Participant from making reports of possible
violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated
under Section 21F of the Exchange Act or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection
provisions of federal law or regulation, or require modification or prior approval by the Company of any such reporting.


 






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(g)            Notwithstanding
anything to the contrary contained herein, pursuant to the Defend Trade Secrets Act of 2016, the Participant shall not be held criminally
or civilly liable under any federal or state Trade Secret law for the disclosure of a Trade Secret that: (i) is made (A) in
confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for
the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in
a lawsuit or other proceeding, if such filing is made under seal. The Participant also understands that if the Participant files a lawsuit
for retaliation by the Company for reporting a suspected violation of law, the Participant may disclose the Trade Secret to the Participant’s
attorney and use the Trade Secret information in the court proceeding, if the Participant (i) files any document containing the Trade
Secret under seal, and (ii) does not disclose the Trade Secret, except pursuant to court order.


 


		7.	Work Product and Inventions.



 


(a)            The
Participant acknowledges that the Participant’s work on and contributions to documents, programs, methodologies, protocols, and
other expressions in any tangible medium (including, without limitation, all business ideas and methods, inventions, innovations, developments,
graphic designs, web site designs, patterns, specifications, procedures or processes, market research, databases, works of authorship,
products and other works of creative authorship) which have been or will be prepared by the Participant, or to which the Participant has
contributed or will contribute, in connection with the Participant’s services to the Company (collectively, “Works”),
are and will be within the scope of the Participant’s employment or service and part of the Participant’s duties and responsibilities.
The Participant’s work on and contributions to the Works will be rendered and made by the Participant for, at the instigation of,
and under the overall direction of the Company, and are and at all times shall be regarded, together with the Works, as “work made
for hire” as that term is used in the United States Copyright Laws. However, to the extent that any court or agency should conclude
that the Works (or any of them) do not constitute or qualify as a “work made for hire”, the Participant hereby assigns, grants,
and delivers exclusively and throughout the world to the Company all rights, titles and interests in and to any such Works, and all copies
and versions, including all copyrights and renewals. The Participant agrees to cooperate with the Company and to execute and deliver to
the Company and its successors and assigns, any assignments and documents the Company requests for the purpose of establishing, evidencing,
and enforcing or defending its complete, exclusive, perpetual and worldwide ownership of all rights, titles and interests of every kind
and nature, including all copyrights, in and to the Works, and the Participant constitutes and appoints the Company as its agent to execute
and deliver any assignments or documents the Participant fails or refuses to execute and deliver, this power and agency being coupled
with an interest and being irrevocable. Without limiting the preceding provisions of this Section 7(a), the Participant agrees that
the Company may edit and otherwise modify, and use, publish and otherwise exploit, the Works in all media and in such manner as the Company,
in its sole discretion, may determine.


 






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(b)            The
Participant shall disclose promptly to the Company (which shall receive it in confidence), and only to the Company, any invention or idea
of the Participant in any way connected with the Participant’s services or related to the Business of the Company, the research
or development of the Company or any of its Affiliates, or demonstrably anticipated research or development (developed alone or with others),
conceived or made during the Participant’s employment or services with the Company or within three (3) months thereafter and
hereby assigns to the Company any such invention or idea. The Participant agrees, subject to reimbursement of actual out of pocket expenses
related thereto and at the Company’s sole liability and expense, to cooperate with the Company and sign all papers reasonably deemed
necessary by the Company to enable it to obtain, maintain, protect and defend patents covering such inventions and ideas and to confirm
the Company’s exclusive ownership of all rights in such inventions, ideas and patents, and irrevocably appoints the Company as its
agent to execute and deliver any assignments or documents the Participant fails or refuses to execute and deliver promptly, this power
and agency being coupled with an interest and being irrevocable. This constitutes the Company’s written notification that this assignment
does not apply to an invention for which no equipment, supplies, facility or Trade Secret information of the Company or any of its Affiliates
was used and which was conceived and developed entirely on the Participant’s own time, unless (i) the invention relates (A) directly
to the Business of the Company, or (B) to actual or demonstrably anticipated research or development of the Company or any of its
Affiliates, or (ii) the invention results from any work performed by the Participant for the Company or any of its Affiliates.


 


8.     Equitable
Remedy. Because of the difficulty of measuring economic losses to the Company or any of its Affiliates as a result of a breach
of the covenants set forth herein, and because of the immediate and irreparable damage that would be caused to the Company and its Affiliates
for which monetary damages would not be a sufficient remedy, it is hereby agreed that in addition to all other remedies that may be available
to the Company or any of its Affiliates, at law or in equity, the Company shall be entitled to specific performance and any injunctive
or other equitable relief as a remedy for any breach or threatened breach by the Participant of any provision set forth herein. The Company
and each of its Affiliates may seek temporary and/or permanent injunctive relief for an alleged violation of the covenants set forth herein
without the necessity of posting a bond.


 









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Schedule I


 


[To be updated for individual participant, as applicable.]


 






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