RESTRICTED STOCK PURCHASE AGREEMENT

[// GUIDANCE: A Restricted Stock Agreement (RSA) is used to issue shares that are subject to vesting and a repurchase right. Unlike stock options, the grantee owns the shares immediately but they are subject to forfeiture if vesting conditions are not met. RSAs are commonly used for founders and early employees. A Section 83(b) election is typically advisable.]

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RESTRICTED STOCK PURCHASE AGREEMENT

This Restricted Stock Purchase Agreement (this "Agreement") is entered into as of [DATE] (the "Grant Date"), by and between:

Company:
[COMPANY NAME], a Delaware corporation (the "Company")

and

Purchaser:
[PURCHASER NAME] (the "Purchaser")

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STOCK GRANT SUMMARY

Term	Value
Grant Date	[DATE]
Number of Shares	[NUMBER] shares of Common Stock
Purchase Price per Share	$[PRICE]
Total Purchase Price	$[TOTAL PRICE]
Vesting Commencement Date	[DATE]
Vesting Schedule	4-year vesting with 1-year cliff
Section 83(b) Election Deadline	[DATE - 30 days from Grant Date]

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RECITALS

A. The Company desires to issue restricted shares of Common Stock to the Purchaser as an incentive for the Purchaser's service to the Company.

B. The Purchaser desires to purchase such shares subject to the terms and conditions set forth herein.

C. The shares are being issued pursuant to the [COMPANY NAME] [YEAR] Equity Incentive Plan (the "Plan"), if applicable, or as a direct issuance under applicable securities law exemptions.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:

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ARTICLE 1 - PURCHASE AND SALE OF SHARES

1.1 Purchase of Shares

Subject to the terms and conditions of this Agreement, the Company hereby sells to the Purchaser, and the Purchaser hereby purchases from the Company, [NUMBER] shares of the Company's Common Stock, par value $[0.0001] per share (the "Shares"), at a purchase price of $[PRICE] per share, for an aggregate purchase price of $[TOTAL PRICE] (the "Purchase Price").

1.2 Payment of Purchase Price

The Purchaser shall pay the Purchase Price by:

☐ Cash or check payable to the Company
☐ Wire transfer to the Company's designated account
☐ Promissory note (if permitted by the Plan and applicable law)
☐ Services rendered (fair market value of services equals Purchase Price)
☐ Other: [SPECIFY]

1.3 Issuance of Shares

Upon receipt of the Purchase Price, the Company shall issue the Shares in the Purchaser's name. The Shares shall be evidenced by:

☐ Book entry on the Company's records
☐ Stock certificate(s)

1.4 Escrow of Unvested Shares

All Shares that are subject to the Company's Repurchase Right (as defined in Article 3) shall be held in escrow by the Company (or its designated escrow agent) pursuant to the terms of Exhibit B (Escrow Agreement). The Shares shall be released from escrow as they vest.

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ARTICLE 2 - VESTING

2.1 Vesting Schedule

[// GUIDANCE: Standard vesting for restricted stock is 4 years with a 1-year cliff, the same as stock options.]

The Shares shall vest as follows:

Standard 4-Year Vesting with 1-Year Cliff:

(a) Cliff Vesting: No Shares shall vest until the first anniversary of the Vesting Commencement Date, at which time 25% of the Shares (rounded down to the nearest whole share) shall vest;

(b) Monthly Vesting: Thereafter, an additional 1/48th of the total Shares shall vest on each monthly anniversary of the Vesting Commencement Date, so that all Shares are fully vested on the fourth anniversary of the Vesting Commencement Date.

2.2 Vesting Commencement Date

The Vesting Commencement Date is [DATE].

2.3 Service Requirement

Vesting shall be contingent upon the Purchaser's continued service to the Company (or a subsidiary or affiliate) as an employee, consultant, or director ("Continuous Service").

2.4 Acceleration upon Change of Control

☐ No Acceleration: Vesting continues through any Change of Control.

☐ Single-Trigger Acceleration: Upon a Change of Control, [50-100]% of the unvested Shares shall immediately vest.

☐ Double-Trigger Acceleration: If, within [12-24] months following a Change of Control, the Purchaser's Continuous Service is terminated by the Company (or its successor) without Cause or by the Purchaser for Good Reason, then [50-100]% of the unvested Shares shall immediately vest.

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ARTICLE 3 - COMPANY REPURCHASE RIGHT

3.1 Repurchase Right

(a) Upon termination of the Purchaser's Continuous Service for any reason (whether voluntary or involuntary, with or without Cause), the Company (or its assignee) shall have the right, but not the obligation, to repurchase all or any portion of the unvested Shares at the Repurchase Price (the "Repurchase Right").

(b) Repurchase Price: The repurchase price per Share shall be the lower of:
- (i) The original Purchase Price per Share; or
- (ii) The fair market value per Share as determined by the Board.

[// GUIDANCE: Some agreements use fair market value for the repurchase price, which may be higher or lower than the original purchase price. The original purchase price is more company-favorable.]

3.2 Exercise of Repurchase Right

(a) The Company may exercise the Repurchase Right by delivering written notice to the Purchaser (or the Purchaser's estate) within [90] days after termination of Continuous Service, specifying the number of Shares to be repurchased.

(b) The closing of the repurchase shall occur within [30] days after the Company delivers notice of exercise.

(c) At closing, the Purchaser shall deliver the Shares (or appropriate documentation if held in escrow), and the Company shall pay the Repurchase Price.

3.3 Lapse of Repurchase Right

The Company's Repurchase Right shall lapse as to each Share upon vesting of such Share pursuant to Article 2.

3.4 Assignment of Repurchase Right

The Company may assign the Repurchase Right to any person, including any investor, acquirer, or successor to the Company.

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ARTICLE 4 - TAX MATTERS

4.1 Section 83(b) Election

[// GUIDANCE: The Section 83(b) election is critical for restricted stock. Without it, the Purchaser will be taxed at ordinary income rates on the value of each Share as it vests. With an 83(b) election, the Purchaser is taxed at the time of purchase (typically at a much lower value) and any future appreciation is taxed at capital gains rates.]

(a) Election Available: The Purchaser acknowledges that the Purchaser may file an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), within 30 days after the Grant Date to be taxed on the fair market value of the Shares at the time of purchase rather than at the time of vesting.

(b) Purchaser Responsibility: The Purchaser acknowledges that:
- (i) The decision to file a Section 83(b) election is solely the Purchaser's responsibility;
- (ii) The Purchaser has been advised to consult with a tax advisor regarding the tax consequences of this Agreement and the advisability of filing an 83(b) election;
- (iii) The deadline for filing an 83(b) election is 30 days from the Grant Date, and this deadline cannot be extended;
- (iv) Any failure to timely file an 83(b) election cannot be remedied.

(c) Copy to Company: If the Purchaser files a Section 83(b) election, the Purchaser shall provide a copy of the election to the Company within 10 days of filing.

(d) Form of 83(b) Election: A sample Section 83(b) election form is attached as Exhibit A.

4.2 Tax Withholding

(a) The Company shall have the right to deduct from any compensation or other amounts payable to the Purchaser, or require the Purchaser to pay, all federal, state, local, and foreign taxes required by law to be withheld with respect to the Shares.

(b) The Company may satisfy its withholding obligation by:
- (i) Requiring a cash payment from the Purchaser;
- (ii) Withholding Shares having a fair market value equal to the withholding obligation; or
- (iii) Any other method permitted by the Plan or applicable law.

4.3 No Tax Advice

The Purchaser acknowledges that the Company is not providing tax advice and that the Purchaser should consult with a qualified tax advisor regarding the tax consequences of this Agreement.

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ARTICLE 5 - RESTRICTIONS ON TRANSFER

5.1 General Restriction

The Purchaser shall not sell, assign, transfer, pledge, hypothecate, or otherwise dispose of any unvested Shares without the prior written consent of the Company.

5.2 Permitted Transfers

Notwithstanding Section 5.1, the Purchaser may transfer unvested Shares:

(a) To a family member of the Purchaser;
(b) To a trust for the benefit of the Purchaser or a family member;
(c) By will or the laws of descent and distribution;

provided that any such transferee agrees in writing to be bound by all terms of this Agreement and the Repurchase Right shall continue to apply.

5.3 Right of First Refusal

[// GUIDANCE: Include if not covered by a separate shareholders agreement.]

Before selling any vested Shares to a third party, the Purchaser shall first offer the Shares to the Company (and/or other shareholders) pursuant to any Right of First Refusal and Co-Sale Agreement or other applicable agreement.

5.4 Market Stand-Off

The Purchaser agrees not to sell, transfer, or dispose of any Shares for a period of up to 180 days following an IPO, as requested by the underwriters (the "Lock-Up Period").

5.5 Legend

Each stock certificate or book entry representing the Shares shall bear the following legends:

(a) Securities Law Legend:

"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

(b) Repurchase Right Legend:

"THE SHARES REPRESENTED HEREBY ARE SUBJECT TO A REPURCHASE RIGHT IN FAVOR OF THE COMPANY OR ITS ASSIGNEE AS SET FORTH IN A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY."

(c) Additional Legends: Such other legends as may be required by applicable law or any shareholders agreement.

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ARTICLE 6 - RIGHTS AS A SHAREHOLDER

6.1 Shareholder Rights

From and after the Grant Date, the Purchaser shall have all the rights of a shareholder with respect to the Shares, including:

(a) The right to vote the Shares;
(b) The right to receive dividends (subject to Section 6.2);
(c) The right to receive distributions upon liquidation.

6.2 Dividends on Unvested Shares

☐ Dividends Paid: Any dividends declared on unvested Shares shall be paid to the Purchaser when declared.

☐ Dividends Escrowed: Any dividends declared on unvested Shares shall be held in escrow and released to the Purchaser as the underlying Shares vest, or returned to the Company if the underlying Shares are repurchased.

6.3 Adjustments

In the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, or other change in the capital structure of the Company, the number of Shares and the Repurchase Price shall be proportionately adjusted.

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ARTICLE 7 - SECURITIES LAW COMPLIANCE

7.1 Investment Representations

The Purchaser represents and warrants that:

(a) The Purchaser is acquiring the Shares for investment purposes only and not with a view to distribution in violation of federal or state securities laws;

(b) The Purchaser has received and reviewed all information regarding the Company that the Purchaser considers necessary or appropriate for deciding whether to acquire the Shares;

(c) The Purchaser understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be sold or transferred except pursuant to an effective registration statement or an exemption from registration;

(d) The Purchaser is able to bear the economic risk of the investment in the Shares, including the possible loss of the entire investment.

7.2 Accredited Investor Status

☐ The Purchaser represents that the Purchaser is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act.

☐ The Purchaser represents that the Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment.

7.3 Rule 701 Compliance

This Agreement is intended to comply with the requirements of Rule 701 under the Securities Act.

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ARTICLE 8 - GENERAL PROVISIONS

8.1 No Right to Continued Service

Nothing in this Agreement shall confer upon the Purchaser any right to continue in the service of the Company or affect the Company's right to terminate the Purchaser's service at any time.

8.2 Entire Agreement

This Agreement, together with the Plan (if applicable) and any Escrow Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof.

8.3 Amendments

This Agreement may be amended only by a written instrument signed by both parties, except that the Company may unilaterally amend the Agreement to comply with applicable law.

8.4 Governing Law

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

8.5 Jurisdiction

Each party irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court lacks jurisdiction, any state or federal court in Delaware) for any action arising out of or relating to this Agreement.

8.6 Notices

All notices shall be in writing and delivered personally, by email, by overnight courier, or by registered mail to the addresses set forth in the Stock Grant Summary.

8.7 Severability

If any provision is held invalid, the remaining provisions shall remain in full force and effect.

8.8 Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

8.9 Counterparts

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

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EXECUTION

IN WITNESS WHEREOF, the parties have executed this Restricted Stock Purchase Agreement as of the Grant Date.

COMPANY:

[COMPANY NAME]

By: _________________________________

Name: [AUTHORIZED SIGNATORY NAME]

Title: [TITLE]

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PURCHASER:

_________________________________

Name: [PURCHASER NAME]

Date: _________________________________

Address: _________________________________

Social Security Number: _________________________________

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EXHIBIT A - SECTION 83(b) ELECTION

ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE

The undersigned taxpayer hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

1. Taxpayer's Name: [PURCHASER NAME]

2. Taxpayer's Address: [ADDRESS]

3. Taxpayer's Social Security Number: [SSN]

4. Description of Property: [NUMBER] shares of Common Stock of [COMPANY NAME], a Delaware corporation

5. Date Property Transferred: [GRANT DATE]

6. Taxable Year: Calendar year [YEAR]

7. Nature of Restriction: The shares are subject to a repurchase right in favor of the Company (or its assignee) at the original purchase price if the taxpayer's service to the Company terminates before the shares vest. The shares vest over a [4]-year period.

8. Fair Market Value: The fair market value of the property at the time of transfer (determined without regard to any lapse restrictions) was $[FMV] per share, or $[TOTAL FMV] in the aggregate.

9. Amount Paid: The amount paid for such property was $[PRICE] per share, or $[TOTAL PRICE] in the aggregate.

10. Taxable Amount: The excess of the fair market value over the amount paid is $[EXCESS] (which is the amount included in gross income as a result of this election).

11. Copy to Employer: A copy of this election has been furnished to the Company.

The undersigned taxpayer will file this election with the Internal Revenue Service office with which the taxpayer files his or her annual income tax return not later than 30 days after the date of transfer of the property. A copy of the election will also be submitted with the taxpayer's income tax return for the taxable year in which such transfer occurred.

Taxpayer Signature: _________________________________

Date: _________________________________

Spouse Signature (if applicable): _________________________________

Date: _________________________________

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FILING INSTRUCTIONS:

1. File the original with the IRS Service Center where you file your tax returns within 30 days of the Grant Date.

2. File by certified mail, return receipt requested, and keep a copy of the receipt.

3. Provide a copy to the Company.

4. Attach a copy to your federal income tax return for the year.

5. Keep a copy for your records.

IMPORTANT: This election must be filed within 30 days of the Grant Date. This deadline cannot be extended for any reason.

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EXHIBIT B - JOINT ESCROW INSTRUCTIONS

[// GUIDANCE: Include joint escrow instructions if shares are held in escrow until vesting.]

The undersigned, [COMPANY NAME] and [PURCHASER NAME], hereby agree that the unvested Shares shall be held in escrow by the Company (or its designated escrow agent) pursuant to the following terms:

1. The escrow agent shall hold all unvested Shares until they vest or are repurchased.

2. Upon vesting, the escrow agent shall release the vested Shares to the Purchaser.

3. Upon exercise of the Repurchase Right, the escrow agent shall transfer the repurchased Shares to the Company (or its designee) upon receipt of the Repurchase Price.

4. The escrow agent shall have no liability except for gross negligence or willful misconduct.

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This Restricted Stock Purchase Agreement documents the issuance of restricted stock subject to vesting and a repurchase right. The shares are intended to be exempt from registration under the Securities Act of 1933 pursuant to Rule 701 and/or Section 4(a)(2). This document should be reviewed by qualified legal counsel before execution. THE PURCHASER IS STRONGLY ADVISED TO CONSULT A TAX ADVISOR REGARDING THE SECTION 83(b) ELECTION.