Restricted Stock Purchase Agreement Template

This Restricted Stock Purchase Agreement ("Agreement") is entered into as of [Date], by and between [Company Name], a [State] [Entity Type] (the "Company"), and [Purchaser Name] (the "Purchaser").

1. Purchase of Shares

• Company sells and Purchaser purchases [Number] shares of Company’s [Common/Preferred] Stock (the "Shares") at a purchase price of $[Price] per share, total purchase price $[Total].
• Payment method: [Cash/Check/Promissory Note] as set forth in Exhibit A.

2. Vesting

• Shares subject to vesting schedule: [e.g., 4-year vesting with 1-year cliff].
• Vesting commencement date: [Date].
• Acceleration events (change in control, termination without cause) as specified.

3. Repurchase Option

• Company has the right to repurchase unvested Shares at the original purchase price upon termination of Purchaser’s service.
• Repurchase exercise period: [Number] days from termination.

4. Transfer Restrictions

• Shares subject to right of first refusal (ROFR) in favor of Company.
• No transfers except in compliance with securities laws and Company’s policies.

5. Legends and Stop-Transfer Instructions

• Certificates/records bear legends referencing restrictions and securities law compliance.
• Company may place stop-transfer instructions with transfer agent.

6. Tax Matters

• Purchaser responsible for all taxes arising from purchase/vesting.
• Purchaser advised to consult tax advisor regarding 83(b) election; Company to provide election form (Exhibit B).

7. Representations and Warranties

7.1 Purchaser

• Authority to enter Agreement, investment intent, residency.
• Understanding of risks and illiquidity.

7.2 Company

• Duly organized, authorized to issue Shares.

8. Voting and Dividends

• Purchaser entitled to voting and dividend rights as holder of record, subject to vesting and restrictions.

9. Miscellaneous

• Governing law: [State].
• Notices, entire agreement, amendments, counterparts, electronic signatures.
• Compliance with Company equity plan (if applicable).

10. Exhibits

• Exhibit A: Payment Schedule/Promissory Note
• Exhibit B: 83(b) Election Form
• Exhibit C: Spousal Consent (if required)
• Exhibit D: Assignment Separate from Certificate

Signatures

Company: [Company Name]
By: ________
Name: [Officer Name]
Title: [Title]

Purchaser: [Purchaser Name]
Signature: ___
Address: [Address]

Customize agreement to align with company’s equity plan and applicable securities and tax regulations.