[{"id":"847df68b-0524-421a-8af4-222052173b47","order":1,"text":"RESTRICTED STOCK PURCHASE AGREEMENT","fontSize":"22","textAlign":"center","bold":true,"underline":false,"marginBottom":"26","cflou":false,"active":true},{"id":"b6908616-0497-46d1-a6ae-bcb894eefc3e","order":2,"text":"THIS RESTRICTED STOCK PURCHASE AGREEMENT (this \"Agreement\") is made and entered into as of [Effective date] (the \"Effective Date\"), by and between [Company name], a [State of incorporation] corporation (the \"Company\"), and [Purchaser name] (\"Purchaser\"). The Company and Purchaser are referred to in this Agreement individually as a \"Party\" and collectively as the \"Parties\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"e6d2eaed-6d80-4ee5-9d65-8a857156aad9","order":3,"text":"RECITALS","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10"},{"id":"61b9de53-e446-40a2-8519-e9d129768789","order":4,"text":"WHEREAS, Purchaser is a founder of the Company and renders services to the Company;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"adc3d55d-3026-4495-ab24-fb86e18cf900","order":5,"text":"WHEREAS, the Board of Directors of the Company (the \"Board\") authorized the sale and issuance of the shares described below to Purchaser on [Date of board approval], upon the terms and subject to the conditions set forth in this Agreement;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"234914f6-5713-4128-ba2d-9f6881bae35c","order":6,"text":"WHEREAS, those shares are issued under, and are subject to the terms of, the [Name of the equity incentive plan] (the \"Plan\"), and this Agreement is the restricted stock purchase agreement contemplated by the Plan;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"543aec28-9a47-4c14-aa2b-6b40e4d1a84d","value":"plan","type":"add","operator":"="}]},{"id":"0fb62ac1-e1c7-45f2-8cd6-76f033f9dc89","order":7,"text":"WHEREAS, those shares are issued outside of any equity incentive plan of the Company, and this Agreement sets forth the complete terms of the issuance;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"543aec28-9a47-4c14-aa2b-6b40e4d1a84d","value":"standalone","type":"add","operator":"="}]},{"id":"5e3d551e-1907-4944-8bb7-8e91ac523ab9","order":8,"text":"WHEREAS, those shares are subject to vesting and to a right of repurchase in favor of the Company, and Purchaser wishes to acquire them on those terms and to accept the restrictions set forth in this Agreement;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c68e9c2a-e1a7-456c-b8dc-5e16bac4bb1d","order":9,"text":"NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Agreement, and for other good and valuable consideration the receipt and sufficiency of which are acknowledged, the Parties agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"f337e4a2-b382-4824-bfec-59222b8e0dc6","order":10,"text":"1. DEFINITIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"26","sectionNum":"S01"},{"id":"a37a764d-f055-4f67-9c44-7298a2590fb4","order":11,"text":"Capitalized terms used in this Agreement have the meanings set forth in this Section or where they are otherwise defined in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d0060023-df22-48b1-9ec5-34424233c65a","order":12,"text":"\"Affiliate\" means any entity that directly or indirectly controls, is controlled by, or is under common control with the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"663bd545-4029-48a5-b81c-eff779ffcba6","order":13,"text":"\"Cause\" means, with respect to Purchaser: a material breach of this Agreement or of any other written agreement between Purchaser and the Company; the conviction of, or the entry of a plea of guilty or nolo contendere to, a felony or any crime involving fraud, dishonesty or moral turpitude; any act of fraud, embezzlement, misappropriation or breach of fiduciary duty in relation to the Company; the willful failure to perform lawfully assigned duties, where that failure is not cured within fifteen (15) days after written notice describing it; or a material violation of a written policy of the Company that causes material harm to the Company. The existence of Cause is determined by the Board in good faith.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"327f2b95-3aae-4735-8e4b-b323a2fb0ead","order":14,"text":"\"Change of Control\" means the consummation of a merger or consolidation of the Company with or into another entity, after which the stockholders of the Company immediately prior to that transaction hold less than a majority of the voting power of the surviving or acquiring entity; the sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company; or the acquisition by any person or group of beneficial ownership of more than fifty percent (50%) of the outstanding voting securities of the Company. A transaction effected primarily for bona fide equity financing purposes, and a reincorporation of the Company in another jurisdiction, are not a Change of Control.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b1ba6b80-f57c-4063-bfb4-461965ce34cb","order":15,"text":"\"Code\" means the Internal Revenue Code of 1986, as amended, together with the Treasury Regulations issued under it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7a12f115-325b-40a8-993c-23c56a9fb2fd","order":16,"text":"\"Continuous Service Relationship\" means the uninterrupted service of Purchaser to the Company or to an Affiliate, whether as a founder, employee, officer, director, consultant or advisor. The Continuous Service Relationship is not interrupted by a change in the capacity in which Purchaser renders service, nor by a leave of absence approved by the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f7c7fae5-64e5-487f-a114-6e7f4f308df6","order":17,"text":"\"Disability\" means a permanent and total disability within the meaning of Section 22(e)(3) of the Code, as determined by the Board in good faith on the basis of such medical evidence as it reasonably requires.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d75d7d04-0243-4bdf-b9d7-e6e6662eea6f","order":18,"text":"\"Fair Market Value\" means the fair market value of a share of capital stock of the Company as determined by the Board in good faith and, for so long as the Company is not publicly traded, in a manner intended to be consistent with Section 409A of the Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1c3ed4ad-b2ac-4bb2-b34f-fcb4e43d7319","order":19,"text":"\"Immediate Family\" means the spouse or domestic partner of Purchaser, and the lineal descendants, lineal ancestors, siblings, parents-in-law, children-in-law and siblings-in-law of Purchaser, in each case including relationships created by adoption.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"74ce2845-7a66-4ee3-adfc-df4e2a87803a","order":20,"text":"\"Repurchase Option\" means the right of repurchase granted to the Company under the Section entitled \"Repurchase Option of the Company\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"62e476ab-591e-4170-9d24-58ea250357e7","order":21,"text":"\"Securities Act\" means the Securities Act of 1933, as amended.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c7736e8f-d622-4c46-9b0c-ab205b6bae21","order":22,"text":"\"Shares\" means the shares of capital stock purchased under this Agreement, together with any securities or other property received in respect of them as described in the Section entitled \"Adjustments to the Shares\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8756e767-7342-4bd5-9ca9-9cd9b3d157be","order":23,"text":"\"Termination Date\" means the date on which the Continuous Service Relationship terminates for any reason, with or without Cause, whether at the initiative of Purchaser or of the Company, and including by reason of the death or Disability of Purchaser.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d22270ba-51a6-4701-9934-442285a05251","order":24,"text":"\"Transfer\" means any sale, assignment, transfer, pledge, hypothecation, gift, encumbrance or other disposition, whether voluntary or involuntary and whether by operation of law or otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"56b354a0-e8ec-44d0-88d6-f99a4db72c0e","order":25,"text":"\"Unvested Shares\" means, at any time, the Shares that have not then vested under the Section entitled \"Vesting of the Shares\", and \"Vested Shares\" means the Shares that are not Unvested Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"79f3d034-000d-4349-9419-5b46c578a237","order":26,"text":"2. PURCHASE AND SALE OF THE SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"26","sectionNum":"S02"},{"id":"a9c95d77-197d-47cc-80af-6ef44a460199","order":27,"text":"Subject to the terms of this Agreement, the Company hereby sells and issues to Purchaser, and Purchaser hereby purchases from the Company, [Number of shares] shares of the Common Stock of the Company, par value US$[Par value per share] per share (the \"Shares\"), at a purchase price of US$[Price per share] per share, for an aggregate purchase price of US$[Aggregate purchase price] (the \"Purchase Price\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cd89bcc4-5863-4893-b303-60e1bd13cf4e","order":28,"text":"Purchaser shall pay the Purchase Price in full on the Effective Date, in cash, by check or by wire transfer of immediately available funds to an account designated by the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d86544b6-1103-43b7-8fcc-6fcfbfd94b9b","value":"cash","type":"add","operator":"="}]},{"id":"5d11fb6d-f38a-44e2-86c2-adb6910b4436","order":29,"text":"Purchaser shall pay part of the Purchase Price on the Effective Date, in cash, by check or by wire transfer of immediately available funds to an account designated by the Company, and the balance of the Purchase Price is satisfied in consideration of services previously rendered to the Company by Purchaser, which the Board has determined to have a value not less than that balance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d86544b6-1103-43b7-8fcc-6fcfbfd94b9b","value":"cash_services","type":"add","operator":"="}]},{"id":"09522f62-9fed-41cd-9b93-8f28b034b77c","order":30,"text":"The Parties acknowledge that the consideration paid for the Shares is not less than their aggregate par value and constitutes lawful consideration under the corporation law of the jurisdiction of incorporation of the Company, and that the Shares, when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4e7d7eab-dc73-4657-8055-4c994157f686","order":31,"text":"The Company shall record Purchaser as the holder of record of the Shares on the books of the Company as of the Effective Date. The Shares are issued subject to the vesting provisions, the Repurchase Option, the restrictions on Transfer and the other terms set forth in this Agreement, all of which attach to the Shares and bind any permitted transferee of them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"60ca2b67-7eb1-4443-b726-04bd21294d49","order":32,"text":"Purchaser shall deliver to the Company on the Effective Date a duly executed Assignment Separate from Certificate in the form attached as Exhibit A, together with the Joint Escrow Instructions in the form attached as Exhibit B.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"76e6064a-bfa7-4d05-8a6a-f6b7625c09d9","order":33,"text":"The issuance of the Shares is conditioned upon the execution and delivery by Purchaser, on or before the Effective Date, of the standard confidential information and invention assignment agreement of the Company, by which Purchaser assigns to the Company all inventions, works of authorship and other intellectual property conceived or developed in the course of the Continuous Service Relationship. That agreement remains in force according to its own terms and is not superseded by this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"265bf659-f920-494a-b71d-e13d09c4af27","order":34,"text":"3. VESTING OF THE SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"26","sectionNum":"S03"},{"id":"a813fefd-4840-4d99-92eb-1d143be5ecee","order":35,"text":"The Shares vest in accordance with this Section, measured from [Vesting commencement date] (the \"Vesting Commencement Date\"). Vesting is conditioned in all cases upon Purchaser's Continuous Service Relationship and, except as expressly provided in this Agreement, no Share vests after the Termination Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f1e48c25-8d3c-427d-8478-fffb725801f2","order":36,"text":"The total vesting period is [Number of years] years from the Vesting Commencement Date, comprising a number of monthly installments equal to twelve (12) multiplied by that number of years (each a \"Vesting Month\"). No Share vests before the [Cliff in months]-month anniversary of the Vesting Commencement Date (the \"Cliff Date\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"aa532a33-951b-4d6b-91a5-12e2a219eb3e","value":"cliff","type":"add","operator":"="}]},{"id":"56fae901-1d4d-4a8f-b870-482c3c91741a","order":37,"text":"On the Cliff Date, a number of Shares equal to the total number of Shares multiplied by a fraction, the numerator of which is [Cliff in months] and the denominator of which is the number of Vesting Months, shall vest. Thereafter, an additional number of Shares equal to the total number of Shares divided by the number of Vesting Months shall vest at the end of each successive full calendar month during which the Continuous Service Relationship continues, so that all of the Shares are vested on the [Number of years]-year anniversary of the Vesting Commencement Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"aa532a33-951b-4d6b-91a5-12e2a219eb3e","value":"cliff","type":"add","operator":"="}]},{"id":"4c522ec2-fa5a-4f0b-a6ce-fa2aa3b59fe1","order":38,"text":"The total vesting period is [Number of years] years from the Vesting Commencement Date, comprising a number of monthly installments equal to twelve (12) multiplied by that number of years. No cliff period applies. A number of Shares equal to the total number of Shares divided by the number of those monthly installments shall vest at the end of each successive full calendar month during which the Continuous Service Relationship continues, commencing with the first full calendar month after the Vesting Commencement Date, so that all of the Shares are vested on the [Number of years]-year anniversary of the Vesting Commencement Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"aa532a33-951b-4d6b-91a5-12e2a219eb3e","value":"nocliff","type":"add","operator":"="}]},{"id":"294ad25d-f92a-4b33-96a2-64a4db0091e7","order":39,"text":"The Shares vest as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"aa532a33-951b-4d6b-91a5-12e2a219eb3e","value":"custom","type":"add","operator":"="}]},{"id":"e05834de-dfa8-4ec4-a934-57c04ed2603e","order":40,"text":"[Description of the vesting schedule]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"aa532a33-951b-4d6b-91a5-12e2a219eb3e","value":"custom","type":"add","operator":"="}]},{"id":"719b07ae-d90d-4717-9406-ed403ba09d64","order":41,"text":"Vesting under that schedule remains conditioned in all cases upon Purchaser's Continuous Service Relationship, and the Repurchase Option lapses only as and when Shares vest in accordance with that schedule.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"aa532a33-951b-4d6b-91a5-12e2a219eb3e","value":"custom","type":"add","operator":"="}]},{"id":"f5657a2f-355d-449a-b684-b2a7df7a346b","order":42,"text":"No fractional Share vests. The number of Shares vesting on any date is rounded down to the nearest whole Share, and any resulting fraction is carried forward and taken into account on the next vesting date, with all remaining Shares vesting on the final vesting date of the schedule.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"188e7e4c-8e16-4727-bcdf-0811c7827113","order":43,"text":"No acceleration of vesting occurs by reason of a Change of Control or otherwise. The Board may, in its sole discretion, accelerate the vesting of any Unvested Shares at any time, but is under no obligation to do so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8d891f61-8ac6-4062-8c1a-e7bb76e6176b","value":"none","type":"add","operator":"="}]},{"id":"efdd102d-ae14-4af3-afa8-b6266eb20909","order":44,"text":"Immediately prior to, and contingent upon, the closing of a Change of Control, a number of Shares equal to [Percentage] percent of the Shares that are then Unvested Shares shall vest in full, and the Repurchase Option shall lapse as to those Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8d891f61-8ac6-4062-8c1a-e7bb76e6176b","value":"single","type":"add","operator":"="}]},{"id":"93140166-45ea-4789-a3df-498a9972a310","order":45,"text":"If, within twelve (12) months following the closing of a Change of Control, the Continuous Service Relationship is terminated by the Company or by its successor without Cause, or by Purchaser for Good Reason, then a number of Shares equal to [Percentage] percent of the Shares that are Unvested Shares immediately prior to that termination shall vest in full as of the Termination Date, and the Repurchase Option shall lapse as to those Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8d891f61-8ac6-4062-8c1a-e7bb76e6176b","value":"double","type":"add","operator":"="}]},{"id":"2f1c9282-4393-4bca-becf-ee2b8a3912fd","order":46,"text":"For this purpose, \"Good Reason\" means, without the written consent of Purchaser, a material diminution of duties, authority or responsibilities, a material reduction of base compensation, or a relocation of the principal place of service by more than fifty (50) miles, provided that Purchaser gives written notice of the circumstances within thirty (30) days after they first arise, the Company fails to cure them within thirty (30) days after that notice, and Purchaser resigns within thirty (30) days after the end of that cure period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8d891f61-8ac6-4062-8c1a-e7bb76e6176b","value":"double","type":"add","operator":"="}]},{"id":"e3883063-044e-4cec-abf9-b71736743488","order":47,"text":"Except as expressly set forth in this Agreement, vesting ceases on the Termination Date, including where the Continuous Service Relationship terminates by reason of the death or Disability of Purchaser.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"80a69cf5-3174-49db-b45a-fbba71f8a1d2","order":48,"text":"4. REPURCHASE OPTION OF THE COMPANY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"26","sectionNum":"S04"},{"id":"8861c24a-ba74-4958-ade3-2450baa6e4f7","order":49,"text":"Upon the Termination Date, the Company has the right, but not the obligation, to repurchase from Purchaser, or from Purchaser's personal representative, estate or permitted transferee, all or any portion of the Shares that are Unvested Shares as of the Termination Date, at a price per Share equal to US$[Price per share], being the price per Share originally paid by Purchaser (the \"Repurchase Price\"), subject to adjustment as described in the Section entitled \"Adjustments to the Shares\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bb956e72-613f-4e3b-b88d-cda123daaba5","order":50,"text":"The Company may exercise the Repurchase Option by delivering written notice to Purchaser within [Number of days] days after the Termination Date, stating the number of Unvested Shares to be repurchased. The repurchase closes within thirty (30) days after the date of that notice, against payment of the aggregate Repurchase Price in cash, by check, by cancellation of any indebtedness owed by Purchaser to the Company, or by any combination of them. If the Company does not deliver that notice within the period stated, the Repurchase Option expires and the Shares concerned are released from the Repurchase Option, but remain subject to the other restrictions of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"632eb006-7823-4414-beba-9f44dd897ace","value":"notice","type":"add","operator":"="}]},{"id":"9141e8d6-2aaa-44b4-bfb3-6c82284f1bf9","order":51,"text":"The Repurchase Option is deemed exercised in full, automatically and without any further action by the Company or by Purchaser, as to all Unvested Shares held as of the Termination Date, with effect on the day following the expiry of [Number of days] days after the Termination Date, unless the Company delivers written notice to the contrary to Purchaser before that day. The Company shall pay the aggregate Repurchase Price to Purchaser within thirty (30) days after that effective date, in cash, by check, by cancellation of any indebtedness owed by Purchaser to the Company, or by any combination of them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"632eb006-7823-4414-beba-9f44dd897ace","value":"automatic","type":"add","operator":"="}]},{"id":"6311ba98-c38b-4ca8-8fae-97637a2255a1","order":52,"text":"Upon the exercise or deemed exercise of the Repurchase Option, the repurchased Shares are deemed transferred to the Company, Purchaser ceases to have any right as a stockholder with respect to them, and the Company may cancel them on its books, whether or not any certificate has been surrendered, provided that the aggregate Repurchase Price is paid or made available to Purchaser.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3d9155aa-b702-4f2b-b4bc-8c2522576f5d","order":53,"text":"Any repurchase under this Section is subject to the requirements of applicable corporate law governing the purchase by a corporation of its own shares, including any requirement that the repurchase be made out of funds legally available for that purpose and that it not impair the capital of the Company. If, at the time the Repurchase Option is exercised or deemed exercised, the Company is prohibited by law from paying all or part of the Repurchase Price, the repurchase is not thereby invalidated: the affected Shares remain Unvested Shares, they do not vest, they continue to be held in escrow, and the Company shall complete the repurchase and pay the outstanding balance promptly after it becomes lawfully able to do so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a4dcb1d9-fdf0-4c9d-bca0-95f1886211e7","order":54,"text":"The Repurchase Option lapses as to Shares as, and to the extent that, those Shares vest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c6cf6abe-075d-4819-b4a5-0877a09f988c","order":55,"text":"The Company may assign the Repurchase Option, in whole or in part, to one or more stockholders of the Company or to any other person designated by the Board, and the assignee may exercise it on the same terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b85ca21d-62cf-4be0-8c3c-3f694df137b0","order":56,"text":"The escrow holder appointed under the Section entitled \"Escrow and Custody of the Shares\" is irrevocably authorized to effect any transfer of Shares required by the exercise or deemed exercise of the Repurchase Option, without any further action by Purchaser.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f0b79c88-5c42-4686-963b-7a4a5aba87f2","order":57,"text":"5. ESCROW AND CUSTODY OF THE SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"26","sectionNum":"S05"},{"id":"16b6dcd2-82be-4f27-9eb4-e4660a7ee7e3","order":58,"text":"As security for Purchaser's obligations under this Agreement, the Shares are held as described in this Section until they are released in accordance with it. The Secretary of the Company, or any other person designated by the Board, is appointed as escrow holder (the \"Escrow Holder\"), and the Parties and the Escrow Holder shall execute the Joint Escrow Instructions in the form attached as Exhibit B, which govern the administration of the escrow. In the event of any conflict between those instructions and this Agreement, this Agreement governs.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6cfc1f28-022f-4d72-9f02-26af8d1ed454","order":59,"text":"The Company shall issue one or more certificates evidencing the Shares in the name of Purchaser, and those certificates shall be delivered to and held by the Escrow Holder, together with the Assignment Separate from Certificate executed in blank in the form attached as Exhibit A.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3ff02e8a-522a-43fe-ac91-95cc20ed4370","value":"certificated","type":"add","operator":"="}]},{"id":"73971a04-511e-40dd-bffe-e78d81eae2ec","order":60,"text":"The Shares are issued in uncertificated, book-entry form and recorded on the stock ledger of the Company, including any electronic ledger maintained by a transfer agent or by a capitalization management platform, with a notation of the restrictions set forth in this Agreement. The Escrow Holder shall hold the Assignment Separate from Certificate executed in blank in the form attached as Exhibit A, and the Company shall place a transfer restriction on the book-entry position representing the Unvested Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3ff02e8a-522a-43fe-ac91-95cc20ed4370","value":"uncertificated","type":"add","operator":"="}]},{"id":"1242dc9b-3a87-4efc-807d-930b6ddf2ead","order":61,"text":"The Escrow Holder shall release to Purchaser, upon written request and no more frequently than once in any calendar quarter, the Shares that have vested and are no longer subject to the Repurchase Option, subject to the other restrictions of this Agreement, including the legend requirements.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ca100958-0f48-4d58-b3b0-0e01a792372c","order":62,"text":"The Escrow Holder is not liable for any act or omission taken in good faith in that capacity, except for gross negligence or willful misconduct, and may rely upon any instruction or document believed by it in good faith to be genuine. Purchaser acknowledges that the Escrow Holder acts solely as an accommodation to the Parties and is not a fiduciary of Purchaser.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"57a96467-eb6d-4e43-9f52-400fe6b789d9","order":63,"text":"The escrow terminates when no Share remains subject to the Repurchase Option and all Shares have been released in accordance with this Section.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5682d811-35a7-41f6-b764-07bd9ddd262b","order":64,"text":"6. RESTRICTIONS ON TRANSFER","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"26","sectionNum":"S06"},{"id":"5ca3fd62-4a85-4712-bd93-063b3df30de8","order":65,"text":"Purchaser shall not Transfer any Unvested Share, other than to the Company pursuant to the Repurchase Option. Any attempted Transfer of an Unvested Share is void and of no effect, and the Company is not required to record it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3599acf6-6521-45f5-ae3e-cf77943f30e2","order":66,"text":"Any Transfer of a Vested Share is subject to the other restrictions of this Agreement, to any stockholders agreement, voting agreement or right of first refusal and co-sale agreement to which the Company and its stockholders are then party, and to compliance with the Securities Act and with applicable state securities laws.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"02134bbc-198f-4525-8f62-df06193948b9","order":67,"text":"Any proposed Transfer of a Vested Share is further subject to the right of first refusal set forth in the Section entitled \"Right of First Refusal\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6bb464e6-6a43-470d-87f9-ba884a61a1f7","value":"yes","type":"add","operator":"="}]},{"id":"413fff7c-ea30-4085-b5f4-0e5a328a9bbc","order":68,"text":"The Shares are not subject to any right of first refusal in favor of the Company under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6bb464e6-6a43-470d-87f9-ba884a61a1f7","value":"no","type":"add","operator":"="}]},{"id":"96f7c198-203b-40f9-9370-c276457ebb87","order":69,"text":"Notwithstanding the foregoing, Purchaser may Transfer Vested Shares to a member of the Immediate Family of Purchaser, or to a trust or family partnership established for the benefit of Purchaser or of one or more members of the Immediate Family, for bona fide estate planning purposes, provided that the transferee first executes a written agreement, in form and substance satisfactory to the Company, agreeing to be bound by this Agreement to the same extent as Purchaser, and that the Shares so transferred remain subject to this Agreement in its entirety.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dcc6027b-01c4-4878-aae0-401cc1df3b47","order":70,"text":"The Shares are also subject to any restriction on transfer contained in the certificate of incorporation or in the bylaws of the Company, as in force from time to time, and to any restriction imposed by applicable law. The Company is not obliged to give effect to a Transfer, and may require an opinion of counsel reasonably satisfactory to it, where the Transfer would or might result in a violation of the Securities Act, of any state securities law or of any other applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"57a79b1a-6d2f-41da-9109-896be1584f8c","order":71,"text":"The Company is not required to record any Transfer made in violation of this Agreement, and may instruct its transfer agent to refuse to give effect to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"eb6f5638-6f4d-450e-87dd-18f558cb9e16","order":72,"text":"7. RIGHT OF FIRST REFUSAL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"6bb464e6-6a43-470d-87f9-ba884a61a1f7","value":"yes","type":"add","operator":"="}],"marginTop":"26","sectionNum":"S07"},{"id":"5611e6fa-0e82-40d3-8dfc-3da9c7285377","order":73,"text":"Before any Transfer of a Vested Share, Purchaser shall deliver to the Company a written notice stating the identity of the proposed transferee, the number of Shares proposed to be transferred, the price and the other material terms of the proposed Transfer, and confirming that the proposed Transfer is made pursuant to a bona fide offer (the \"Transfer Notice\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6bb464e6-6a43-470d-87f9-ba884a61a1f7","value":"yes","type":"add","operator":"="}]},{"id":"04d7d3ee-3f87-4e07-b612-28bda5968137","order":74,"text":"The Company, or its assignee, may elect to purchase all or any part of the Shares described in the Transfer Notice by delivering written notice of election to Purchaser within [Number of days] days after receipt of the Transfer Notice, at the price and on the terms set forth in the Transfer Notice. Where the consideration described in the Transfer Notice is not payable in cash, the Company may pay the cash equivalent of that consideration as determined by the Board in good faith.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6bb464e6-6a43-470d-87f9-ba884a61a1f7","value":"yes","type":"add","operator":"="}]},{"id":"e5f99200-33b5-4590-9520-2094a08a9391","order":75,"text":"The purchase closes within thirty (30) days after the notice of election of the Company. If the Company does not elect to purchase all of the Shares described in the Transfer Notice within the period stated, Purchaser may complete the proposed Transfer, to the transferee and on the terms described in the Transfer Notice, within ninety (90) days after the expiry of that period. Any Share not so transferred within that period again becomes subject to this Section.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6bb464e6-6a43-470d-87f9-ba884a61a1f7","value":"yes","type":"add","operator":"="}]},{"id":"c8541c9f-ed93-4c71-ab57-9d8279360344","order":76,"text":"The transferee of any Share transferred in accordance with this Section takes it subject to this Agreement and shall execute a written agreement to that effect before the Transfer is recorded, except where the Shares are transferred to the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6bb464e6-6a43-470d-87f9-ba884a61a1f7","value":"yes","type":"add","operator":"="}]},{"id":"a508bfc4-5b0d-4d29-aaf0-7e1bc9ec1f93","order":77,"text":"This Section does not apply to a Transfer for bona fide estate planning purposes permitted under the Section entitled \"Restrictions on Transfer\", nor to a repurchase by the Company under the Repurchase Option.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6bb464e6-6a43-470d-87f9-ba884a61a1f7","value":"yes","type":"add","operator":"="}]},{"id":"928c8f27-c030-4930-9389-efd2178b3a01","order":78,"text":"The rights set forth in this Section terminate on the closing of the first sale of common stock of the Company to the public pursuant to a registration statement filed under the Securities Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6bb464e6-6a43-470d-87f9-ba884a61a1f7","value":"yes","type":"add","operator":"="}]},{"id":"16b33513-b23f-4bc7-ad03-bf9d4b8bb41d","order":79,"text":"8. MARKET STAND-OFF AGREEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"26","sectionNum":"S08"},{"id":"29f0affc-f231-42be-99d0-2495b17a80b3","order":80,"text":"Purchaser shall not, without the prior written consent of the Company and of the managing underwriters, directly or indirectly Transfer or lend any Share or any other equity security of the Company, nor enter into any swap or other arrangement transferring any of the economic consequences of ownership of any such security, during the one hundred eighty (180) day period following the effective date of the first registration statement of the Company filed under the Securities Act, or during such other period as the Company and the managing underwriters may require in connection with that offering.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"19fcf3b8-78c3-41e7-925c-1688eb1bb4ab","order":81,"text":"Purchaser shall execute any agreement reflecting this Section that the managing underwriters may reasonably request, and the Company may impose stop-transfer instructions with respect to the Shares until the end of the applicable period. This Section applies to any security issued in substitution for or in respect of the Shares and binds any permitted transferee of them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7a5663f6-6f27-44b6-81ec-f7665c675bb2","order":82,"text":"9. LEGENDS AND STOP-TRANSFER INSTRUCTIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"26","sectionNum":"S09"},{"id":"ff70bb92-69ed-4079-8a2c-48ddd28dc896","order":83,"text":"Each certificate or book-entry position representing the Shares shall bear the following legends, together with any legend required by applicable state securities laws:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c08cb2be-acd6-4c88-be01-6597654c7d2b","order":84,"text":"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THAT ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ff382f91-c016-49dc-ac9f-125e833f04dc","order":85,"text":"THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO VESTING, TO A RIGHT OF REPURCHASE, TO RESTRICTIONS ON TRANSFER AND TO A MARKET STAND-OFF OBLIGATION, ALL AS SET FORTH IN A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE REGISTERED HOLDER, A COPY OF WHICH IS AVAILABLE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3bf2135b-6b5d-453a-b192-a0de68fca260","order":86,"text":"The Company may issue stop-transfer instructions to its transfer agent, or make appropriate notations in its own records, in order to enforce this Agreement, and shall remove any legend when it is no longer required.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0594cc71-9298-4082-86fc-db50fd9be950","order":87,"text":"10. ADJUSTMENTS TO THE SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"26","sectionNum":"S10"},{"id":"e544f8b7-8f8b-4f89-844b-4173389fbc07","order":88,"text":"If the outstanding shares of the Company are changed by reason of a stock split, a reverse stock split, a stock dividend, a combination, a reclassification, a recapitalization, a merger, a consolidation or a similar change in the capital structure of the Company, then any securities, cash or other property received by Purchaser in respect of the Shares are subject to this Agreement to the same extent as the Shares in respect of which they were received, and are treated as Unvested Shares to the extent that the Shares in respect of which they were received were Unvested Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ae8426aa-f8f2-4fcc-97ca-7863d09ed637","order":89,"text":"The Repurchase Price is adjusted proportionately, so that the aggregate Repurchase Price payable for the Unvested Shares immediately after the event equals the aggregate Repurchase Price that was payable immediately before it. Any security or property received in respect of Unvested Shares shall be delivered to the Escrow Holder to be held in accordance with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f908a4f3-6deb-481f-acd5-842063f61506","order":90,"text":"11. TAX MATTERS AND SECTION 83(b) ELECTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"26","sectionNum":"S11"},{"id":"ea75fcb4-7ada-47a6-82ff-a7bb390992e5","order":91,"text":"Purchaser acknowledges that the Shares are subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code, because they are subject to the Repurchase Option.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6b0eef1a-1000-40fe-8cb1-42e5bc6d7936","order":92,"text":"In the absence of an election under Section 83(b) of the Code, Purchaser will recognize ordinary income, as and when the Shares vest, in an amount equal to the excess of the Fair Market Value of the Shares on each vesting date over the amount paid for them. If the value of the Shares increases, that income may be substantially greater than the income that would be recognized if the election were made.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"29e454d3-c307-4585-981b-4651932a4a1a","order":93,"text":"By filing an election under Section 83(b) of the Code, Purchaser may instead elect to include in gross income, for the taxable year in which the Shares are transferred, the excess (if any) of the Fair Market Value of the Shares on the Effective Date over the amount paid for them, determined without regard to any restriction other than a restriction which by its terms will never lapse.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"70967ab3-4473-4847-8f48-bcf22e5ebe38","order":94,"text":"THE ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE NO LATER THAN THIRTY (30) DAYS AFTER [Effective date]. THAT PERIOD IS FIXED BY STATUTE, CANNOT BE EXTENDED, AND A FAILURE TO FILE WITHIN IT IS IRREVERSIBLE. BECAUSE THE PERIOD IS SET BY THE CODE ITSELF AND NOT BY REGULATION, THE DISCRETIONARY RELIEF AVAILABLE FOR CERTAIN LATE ELECTIONS UNDER TREASURY REGULATION SECTION 301.9100-3 DOES NOT APPLY.","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"86ca0a8b-aa3d-4d2c-91aa-72b6c5ab3bbf","order":95,"text":"A form of election under Section 83(b) of the Code, completed with the particulars of this purchase, is attached as Exhibit C, and instructions for filing it are attached as Exhibit D. Purchaser may instead make the election on Internal Revenue Service Form 15620, Section 83(b) Election, the use of which is voluntary.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f929fb9c-1347-46ad-8ee8-85934efb8070","order":96,"text":"Purchaser shall deliver a copy of the election, as filed, to the Company promptly after filing it, as required by the Treasury Regulations, and shall retain evidence of the timely filing of the election.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d09de645-2961-4604-a2d1-c3037aea5640","order":97,"text":"The election, once made, is irrevocable except with the consent of the Internal Revenue Service, as provided in Treasury Regulation Section 1.83-2(f).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7b531a2d-bf09-4727-a518-59517551a810","order":98,"text":"Purchaser acknowledges that the decision whether to make an election under Section 83(b) of the Code, and the preparation and timely filing of that election, are the sole responsibility of Purchaser and not of the Company, of its officers, directors, employees or counsel, even where the Company or any of them assists with the preparation or the transmission of the election. Purchaser has been advised to consult Purchaser's own tax advisor before making the election.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cd17e205-167c-4314-a025-4dc64e571f60","order":99,"text":"Purchaser understands that an election under Section 83(b) of the Code accelerates the recognition of income and therefore the payment of tax, that no deduction and no refund is available in respect of the income recognized or the tax paid if the Shares are afterwards repurchased or forfeited before they vest or if they decline in value, and that a capital loss may then be available only to the extent that the amount paid for those Shares exceeds the amount realized upon the repurchase or forfeiture.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aba778ca-9798-4f30-8e14-a3905a77ea8d","order":100,"text":"Purchaser shall pay, and shall indemnify the Company against, all taxes arising from the purchase, the vesting or the disposition of the Shares. Where Purchaser is an employee of the Company, the Company may withhold from any amount otherwise payable to Purchaser, or may require Purchaser to pay to the Company in cash, any federal, state, local or foreign tax that the Company is required to withhold in respect of the Shares, and the Company may condition the release of any Share from escrow upon the satisfaction of that obligation. Where Purchaser is not an employee, Purchaser is solely responsible for the payment of Purchaser's own income and self-employment taxes, and the Company reports the amounts concerned as required by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"de812723-00b3-4675-aec5-beaae2c4a6da","order":101,"text":"The Fair Market Value of the Shares on the Effective Date is determined by the Board in good faith. The Company makes no representation that this determination will be respected by any taxing authority, nor that this Agreement is exempt from, or complies with, Section 409A of the Code, and the Company has no liability to Purchaser in respect of either matter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f57c21a4-5774-4c70-8f3c-a05d52d3543d","order":102,"text":"The Company makes no representation as to the qualification of the Shares as qualified small business stock under Section 1202 of the Code, nor as to the treatment of the Shares under any federal, state, local or foreign tax law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"92f99fc1-e685-4ac3-a4ab-7b47d96a4748","order":103,"text":"12. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"26","sectionNum":"S12"},{"id":"5153e543-b95d-4d36-a8ae-ef145d94dab7","order":104,"text":"Purchaser acquires the Shares for Purchaser's own account, for investment purposes only, and not with a view to, or for resale in connection with, any distribution within the meaning of the Securities Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b24dd3ff-48ed-41b4-b4ba-1e3fe7a79d9c","order":105,"text":"Purchaser understands that the Shares have not been registered under the Securities Act nor under any state securities law, that they are issued in reliance upon exemptions from registration, including Section 4(a)(2) of the Securities Act or Rule 701 promulgated under it, and that the availability of those exemptions depends in part upon the accuracy of the representations set forth in this Section.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"94e9105b-0507-474e-b461-bf425f5da38c","order":106,"text":"Purchaser understands that the Shares are restricted securities within the meaning of Rule 144 under the Securities Act, that they must be held indefinitely unless they are subsequently registered or an exemption from registration is available, and that Rule 144 may not be available, in particular because the Company is under no obligation to make current public information available or to register the Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"82e93841-db74-46e4-935c-62400f31d95b","order":107,"text":"Purchaser has had the opportunity to ask questions of, and to receive answers from, the Company concerning the Company, its business, its financial condition and the terms of this purchase, has received all of the information that Purchaser considers necessary in order to make an informed decision, and relies solely upon Purchaser's own investigation and that of Purchaser's own advisors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b088e6bb-657e-4fd5-9c85-4ae5b4ba9a22","order":108,"text":"Purchaser is able to bear the complete loss of the investment in the Shares, has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of that investment, and has not been offered the Shares by any form of general solicitation or general advertising.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ace6f56a-be11-4f0b-8f1a-7db1630e0527","order":109,"text":"Purchaser has full power and authority to enter into this Agreement, this Agreement has been duly executed and delivered by Purchaser and constitutes a valid and binding obligation of Purchaser, and the execution of this Agreement does not conflict with any agreement or obligation by which Purchaser is bound.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f6e088d4-8a35-4950-a539-aec082aa14ce","order":110,"text":"Purchaser is a bona fide resident of the state shown in the address of Purchaser set forth in this Agreement, and the offer and sale of the Shares to Purchaser took place in that state. Purchaser shall notify the Company before changing that residence while any Share remains subject to the Repurchase Option.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"50db6293-439a-4db5-b54f-230817c5c5e2","order":111,"text":"Purchaser shall promptly notify the Company of any change in the information provided in connection with this purchase and shall execute any further document reasonably required in order to comply with applicable securities laws.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7db25172-7f7a-4d39-b98d-263cbffe36f5","order":112,"text":"13. REPRESENTATIONS AND WARRANTIES OF THE COMPANY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"26","sectionNum":"S13"},{"id":"e6b7dc20-624e-491f-b7c8-288a0c2cd62e","order":113,"text":"The Company is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has full corporate power and authority to enter into this Agreement and to issue the Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"02c0e267-2811-48cf-829e-324a03924c63","order":114,"text":"This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting the enforcement of creditors' rights and to general principles of equity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"05188441-fd9f-42be-b33f-65f7cd869eed","order":115,"text":"The Shares, when issued, sold and delivered against payment of the Purchase Price in accordance with this Agreement, will be duly authorized, validly issued, fully paid and non-assessable, and free of any lien or encumbrance other than those created by this Agreement, by any applicable stockholders agreement and by applicable securities laws.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e1cb0db5-1865-4123-8645-000c816603b6","order":116,"text":"14. RIGHTS AS A STOCKHOLDER","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"26","sectionNum":"S14"},{"id":"d22303e7-480a-4cd3-83e5-e3b510840166","order":117,"text":"Subject to the terms of this Agreement, Purchaser has, from the Effective Date, all of the rights of a stockholder of the Company with respect to the Shares, including the right to vote them and to receive dividends and distributions declared in respect of them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8903b21d-d577-47ba-808b-d9bf3550ed20","order":118,"text":"Any dividend or distribution paid in respect of Unvested Shares, and any security or property received in respect of them, is subject to the same vesting conditions, to the same Repurchase Option and to the same restrictions as the Unvested Shares in respect of which it was paid, and shall be delivered to the Escrow Holder to be held in accordance with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"923ba3e0-1452-477a-aafd-512fb59dd6b5","order":119,"text":"Purchaser shall, if requested by the Company, execute and become party to any voting agreement, stockholders agreement, right of first refusal and co-sale agreement or similar agreement entered into by the holders of the same class of stock, to the same extent as the other holders of that class.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"654e2f50-8f95-4b07-b561-b404a4c026e9","order":120,"text":"15. NO RIGHT TO CONTINUED SERVICE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"26","sectionNum":"S15"},{"id":"71083d73-a427-43f9-b356-f140f726c3a2","order":121,"text":"Nothing in this Agreement confers upon Purchaser any right to continue in the service of the Company or of any Affiliate, in any capacity, nor interferes in any way with the right of the Company or of any Affiliate to terminate the Continuous Service Relationship at any time, with or without cause and with or without notice, subject to applicable law and to the terms of any separate written agreement between Purchaser and the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"41ebb9db-f327-4011-8c88-91010eae5c6b","order":122,"text":"Purchaser acknowledges that the vesting of the Shares is earned only by the continuation of the Continuous Service Relationship and is not earned by the act of purchasing the Shares, and that this Agreement is not an employment, consulting or service agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f1e6abfd-4e59-4c12-a447-096e0c2935ec","order":123,"text":"Where Purchaser is an employee of the Company, nothing in this Agreement alters the at-will nature of that employment, which may be terminated by either party at any time, subject to applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6e891521-8680-4318-a4d8-ee41284ca099","order":124,"text":"16. GENERAL PROVISIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"26","sectionNum":"S16"},{"id":"e694f5d2-bc61-4c68-9a83-1ff9a6d53815","order":125,"text":"Any notice under this Agreement shall be in writing and shall be delivered personally, sent by a nationally recognized overnight courier, sent by certified mail with return receipt requested, or sent by electronic mail. Notices to the Company shall be addressed to [Company name], [Company address], for the attention of the Secretary, with a copy by electronic mail to [Company email address].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"823c4e7c-022e-4b2b-b7eb-d2e5ca844d3e","order":126,"text":"Notices to Purchaser shall be addressed to [Purchaser address], with a copy by electronic mail to [Purchaser email address], or to such other address as Purchaser has last provided to the Company in writing. A notice is deemed given upon personal delivery, one business day after deposit with an overnight courier, three business days after deposit in the mail as described above, or, in the case of electronic mail, upon transmission provided that no failure notice is received.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c3e4156e-a4b3-4b7b-a2c4-33d17921a3f5","order":127,"text":"This Agreement, together with its Exhibits, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements, understandings and representations, whether written or oral, concerning that subject matter. Nothing in this Section affects the confidential information and invention assignment agreement between the Parties, any equity incentive plan under which the Shares are issued, any stockholders, voting or co-sale agreement to which Purchaser is or becomes a party, or any written employment, consulting or offer letter agreement between the Parties, each of which remains in force according to its own terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5d51c12d-3f23-449a-9b8e-508d06cbdfd7","order":128,"text":"This Agreement is subject to the terms of the Plan, which are incorporated into it by reference. In the event of a conflict between this Agreement and the [Name of the equity incentive plan], the latter governs, except where it expressly permits the terms of an award agreement to differ from it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"543aec28-9a47-4c14-aa2b-6b40e4d1a84d","value":"plan","type":"add","operator":"="}]},{"id":"8c5ac174-e654-471f-853d-0224138443b0","order":129,"text":"This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any provision is effective unless it is in writing and signed by the Party granting it, and no waiver of any breach is a waiver of any other or subsequent breach.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a27c49a7-37b4-4ba7-869c-7bb27c0d6276","order":130,"text":"If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision shall be enforced to the maximum extent permitted by law and the remaining provisions continue in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"33869083-574d-4db4-86b4-5cf0672e3a20","order":131,"text":"This Agreement binds and benefits the Parties and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns. The Company may assign its rights under this Agreement, including the Repurchase Option, in whole or in part. Purchaser may not assign this Agreement, nor any right under it, except as expressly permitted by it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"df9be40b-8fe4-464c-b2d9-ea528e288ef9","order":132,"text":"This Agreement is governed by, and shall be construed in accordance with, the laws of the State of [Governing law state], without regard to its conflict of laws principles. Matters concerning the internal affairs of the Company, including the authorization, issuance, repurchase and cancellation of the Shares and the duties of the Board, are governed by the corporation law of the State of [State of incorporation].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f191b018-658e-4afe-a49c-4f78507a42ec","order":133,"text":"Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in [City and state] for any action arising out of or relating to this Agreement, waives any objection to that venue or to the convenience of that forum, and WAIVES ANY RIGHT TO TRIAL BY JURY in any such action.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7c15fdbc-7493-48df-b169-b13a6966ad1d","value":"courts","type":"add","operator":"="}]},{"id":"a81d43fc-b803-482d-9d6c-1cc6033811ae","order":134,"text":"Any dispute arising out of or relating to this Agreement shall be finally resolved by binding arbitration seated in [City and state], before a single arbitrator, administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration is confidential, the arbitrator may award any relief available in a court of law, and judgment upon the award may be entered by any court of competent jurisdiction. Nothing in this paragraph prevents either Party from seeking injunctive or other equitable relief from a court of competent jurisdiction in order to protect its rights pending the outcome of the arbitration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7c15fdbc-7493-48df-b169-b13a6966ad1d","value":"arbitration","type":"add","operator":"="}]},{"id":"76c2a4ba-9e10-4662-b737-c900f07ad1c1","order":135,"text":"Purchaser acknowledges that a breach of the restrictions on Transfer or of the Repurchase Option provisions of this Agreement would cause irreparable harm to the Company for which damages would not be an adequate remedy, and that the Company is entitled to specific performance and to injunctive relief, without the necessity of posting a bond.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2264af2c-ec2a-4375-bd95-fcab94929d2b","order":136,"text":"In any action brought to enforce or to interpret this Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees and costs, in addition to any other relief awarded.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0adcc198-5431-467c-bc3e-2e23404ae0da","order":137,"text":"This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one and the same instrument. Signatures delivered by electronic transmission, including in portable document format or through an electronic signature platform, have the same effect as original signatures, in accordance with the Electronic Signatures in Global and National Commerce Act and with any applicable state enactment of the Uniform Electronic Transactions Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6ebd6841-eae4-4553-84b1-15e06252dacf","order":138,"text":"Each Party shall execute and deliver such further documents, and take such further action, as may reasonably be necessary in order to give effect to this Agreement, including any document required to give effect to the Repurchase Option.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1d58ef26-de3b-460a-af54-f4c57db75567","order":139,"text":"The representations, warranties, acknowledgments and covenants of Purchaser survive the execution of this Agreement, the vesting of the Shares and any repurchase or Transfer of the Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bb17ce69-92c2-4fec-9c05-f094ea248410","order":140,"text":"Purchaser acknowledges that counsel to the Company acts solely for the Company in connection with this Agreement and does not represent Purchaser, that no attorney-client relationship exists between Purchaser and that counsel, and that Purchaser has been advised to obtain independent legal, tax and financial advice before signing. Purchaser has read and understands this Agreement and its Exhibits, has had the opportunity to obtain that advice, and signs this Agreement freely and with full knowledge of its effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3df9cdfb-c07b-41d2-a9d6-beece6f555a7","order":141,"text":"Purchaser acknowledges having received a copy of the [Name of the equity incentive plan] and of any information statement or prospectus relating to it, and having had the opportunity to review them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"543aec28-9a47-4c14-aa2b-6b40e4d1a84d","value":"plan","type":"add","operator":"="}]},{"id":"4a08fe88-b5ab-465a-900c-f5fcca5bcf9b","order":142,"text":"Section headings are for convenience only and do not affect the interpretation of this Agreement. The word \"including\" means \"including without limitation\". A reference to a Section by its title refers to the Section of this Agreement bearing that title, and the number assigned to a Section does not affect its meaning. This Agreement is deemed to have been drafted jointly by the Parties, and no rule of construction requiring that an ambiguity be resolved against the drafting Party applies to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7de501e9-41a3-44d1-af0e-fd947553ae12","order":143,"text":"Except for the Escrow Holder and any assignee of the rights of the Company, this Agreement does not confer any right upon any person who is not a Party to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b3cd4f4d-1344-4a57-a810-c78af0646e9c","order":144,"text":"Purchaser represents that Purchaser is married as of the Effective Date and shall cause the Purchaser's spouse to execute the Consent of Spouse attached as Exhibit E. Purchaser acknowledges that the failure to deliver that consent does not affect the validity of this Agreement nor of the Repurchase Option.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"09380213-5b98-4e6f-ac23-8d84d362047b","value":"married","type":"add","operator":"="}]},{"id":"1cc8af37-99d4-497d-9112-cc80b569f7b6","order":145,"text":"Purchaser represents that Purchaser is not married as of the Effective Date and that no spousal consent is required in connection with this Agreement. If Purchaser marries while any Share remains subject to the Repurchase Option, Purchaser shall cause the spouse of Purchaser to execute a consent in a form satisfactory to the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"09380213-5b98-4e6f-ac23-8d84d362047b","value":"unmarried","type":"add","operator":"="}]},{"id":"baeb2170-4f8c-4cf6-97bb-d78f5a0b18af","order":146,"text":"IN WITNESS WHEREOF, the Parties have executed this Restricted Stock Purchase Agreement as of the Effective Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true,"marginTop":"26"},{"id":"bdb4d682-c016-403d-adde-f7c792901f95","order":147,"text":"THE COMPANY","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"caad8e56-596f-4d15-9d30-f5b260d238ad","order":148,"text":"[Company name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"1350dcb5-0490-463e-aa0b-f5e1bbec1b70","order":149,"text":"By: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"d4f8b959-91ba-4b11-8e42-214c56d3e636","order":150,"text":"Name: [Name of the signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"fbd90a62-c60f-4802-995d-ae239a4876ec","order":151,"text":"Title: [Title of the signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"39bd2403-b986-493b-ad07-9f774ca666f2","order":152,"text":"PURCHASER","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"a51c0528-7f47-4107-96fa-b12cefd8dacb","order":153,"text":"By: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"8f8f1951-bee1-41e8-b5d9-02d689cb6854","order":154,"text":"Name: [Purchaser name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"8c8f4954-1806-4036-b31e-42099837ddb7","order":155,"text":"Address: [Purchaser address]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"3d081a0d-4cb1-49d0-937e-862021588805","order":156,"text":"Email: [Purchaser email address]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"e904aa8b-2fb2-4441-8125-2c4b53b5fbe3","order":157,"text":"EXHIBIT A","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"34"},{"id":"3d51bf3c-d9b3-4750-bc1b-4c8f053fe972","order":158,"text":"ASSIGNMENT SEPARATE FROM CERTIFICATE","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"b02bd147-1e42-4c3f-ad27-a274cd19d3ae","order":159,"text":"FOR VALUE RECEIVED, and pursuant to that certain Restricted Stock Purchase Agreement dated as of [Effective date] between the undersigned and [Company name], a [State of incorporation] corporation (the \"Company\"), the undersigned hereby sells, assigns and transfers unto the Company [Number of shares] shares of the Common Stock of the Company standing in the name of the undersigned on the books of the Company, and does hereby irrevocably constitute and appoint the Secretary of the Company as attorney-in-fact to transfer those shares on the books of the Company, with full power of substitution in the premises.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f5c3bd33-028f-491f-9c12-dbe3219d934c","order":160,"text":"This Assignment Separate from Certificate is executed and delivered in blank, together with the Restricted Stock Purchase Agreement, solely in order to enable the Company to exercise the repurchase right set forth in that agreement, and shall be used only in accordance with it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"bba1eac3-6d22-4fc8-8ab0-3fbe0982a492","order":161,"text":"Dated: ______________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"d9f73595-3dfa-4660-be2d-868d7dfff5d7","order":162,"text":"Signature: ______________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"65dfcca6-cdfb-4a18-bb10-32bfeac08618","order":163,"text":"Name: [Purchaser name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"d6728dc3-ff41-4742-a7c9-19f94ff58488","order":164,"text":"EXHIBIT B","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"34"},{"id":"2b2f4468-5d35-4106-bb22-6e6c7ccdb4cb","order":165,"text":"JOINT ESCROW INSTRUCTIONS","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"6754dec2-61be-47f0-bd98-c99c1cd38f0a","order":166,"text":"To: The Secretary of [Company name], as Escrow Holder","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"a7f81ab8-6e30-4083-993d-4abfdccb832a","order":167,"text":"Date: [Effective date]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"90971aa9-2cdd-44ee-b114-32b16104f79b","order":168,"text":"As Escrow Holder for both [Company name], a [State of incorporation] corporation (the \"Company\"), and the undersigned purchaser of shares of the capital stock of the Company (\"Purchaser\"), you are authorized and directed to hold the documents delivered to you pursuant to the Restricted Stock Purchase Agreement dated as of [Effective date] between the Company and Purchaser (the \"Agreement\"), and to act in accordance with the following instructions. Capitalized terms used and not defined in these instructions have the meanings given to them in the Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"90477447-079c-47d9-8978-23e0fd7d519c","order":169,"text":"Should the Company exercise, or be deemed to have exercised, the Repurchase Option, the Company shall give written notice to Purchaser and to you of the number of Unvested Shares repurchased and of the aggregate Repurchase Price. You are directed to take all steps necessary to accomplish the transfer of those shares to the Company, including completing and delivering the Assignment Separate from Certificate held by you.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3295cb50-f7a6-4407-b774-31c46f82023c","order":170,"text":"You are directed to deliver to the Company the shares so repurchased, and to deliver to Purchaser the aggregate Repurchase Price received from the Company, each against the other. You shall be under no obligation to determine whether the Repurchase Price is correctly computed, and may rely conclusively upon the written notice given by the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"61bab5aa-b5db-42b9-a77c-4fad1895d12b","order":171,"text":"You shall promptly release to Purchaser, upon written request, the shares that have become Vested Shares and that are no longer subject to the Repurchase Option, subject to the restrictions on Transfer and to the legend requirements of the Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bce78ce0-aa75-449d-bef3-ff73790942ee","order":172,"text":"Your duties under these instructions are purely ministerial. You shall not be liable for any act or omission taken in good faith in that capacity, except for your own gross negligence or willful misconduct, and you may rely upon any notice, instruction or document believed by you in good faith to be genuine and to have been signed by the proper person. The Company shall indemnify you and hold you harmless against all claims, costs and expenses reasonably incurred in connection with the performance of these instructions, other than those arising from your own gross negligence or willful misconduct.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b77d2b12-697d-43e3-8fb0-3eabaa2af00a","order":173,"text":"You may resign at any time upon written notice to the Company and to Purchaser, and the Board may at any time appoint a successor Escrow Holder, whereupon you shall deliver the documents held by you to that successor. These instructions terminate when no share remains subject to the Repurchase Option and all shares have been released in accordance with the Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bc20d31c-764d-4067-9396-8f4b2fdbc574","order":174,"text":"These instructions bind the heirs, personal representatives, successors and permitted assigns of the parties, are governed by the same law as the Agreement, and may be amended only in writing signed by the Company and by Purchaser.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"72a36d85-959c-4ddc-9f98-ab4e1743f8be","order":175,"text":"THE COMPANY","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"8dceb790-f961-4483-abb3-ac54119e6a76","order":176,"text":"[Company name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e672f7aa-e1e0-4f32-9795-8f8114b82705","order":177,"text":"By: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"f53feed9-3d0c-421d-b06f-f48cbd33f580","order":178,"text":"Name: [Name of the signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"cf86004e-7a6d-4392-9fbb-e113ca9e5a79","order":179,"text":"Title: [Title of the signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"5835aabb-294f-47b5-b4ed-78b7f62e9327","order":180,"text":"PURCHASER","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"419ec286-9784-43ee-b5e0-2f2baaa79616","order":181,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"41098978-3157-429d-91d9-4169e849ed87","order":182,"text":"Name: [Purchaser name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"1d88de9c-c246-4adc-9593-eaa041207614","order":183,"text":"ESCROW HOLDER","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"a08501e0-c4bb-4a92-a92d-0e61e907f1fc","order":184,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"ecf29c45-5d7a-4f28-a9df-03aeb1473184","order":185,"text":"Title: Secretary of the Company","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"0b44e397-f3ee-4858-bbcd-4b791d07d79b","order":186,"text":"EXHIBIT C","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"34"},{"id":"e3b90cd8-9c21-4b29-ab21-4f877329077b","order":187,"text":"ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"0df50fa0-f106-45e9-bcac-0a2a014d4488","order":188,"text":"The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, and to Treasury Regulation Section 1.83-2, to include in gross income as compensation for services the excess (if any) of the fair market value of the property described below, determined at the time of transfer and without regard to any restriction other than a restriction which by its terms will never lapse, over the amount paid for that property, and provides the following information:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a062383b-c532-4601-bfa9-c6767bc3140f","order":189,"text":"1) Name, address and taxpayer identification number of the taxpayer making this election: [Purchaser name], [Purchaser address], taxpayer identification number [Taxpayer identification number].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"21dd10e2-92af-4fc9-aefa-b69e711a4565","order":190,"text":"2) Name, address and taxpayer identification number of the person for whom the services were performed: [Company name], [Company address], employer identification number [Employer identification number].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b3d03656-594a-4413-a3c0-5a7299f8b95e","order":191,"text":"3) Description of the property with respect to which this election is being made: [Number of shares] shares of the Common Stock of [Company name], a [State of incorporation] corporation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"15d354ec-9921-4a0f-aa0b-c383dfed0952","order":192,"text":"4) Date on which the property was transferred: [Effective date]. The taxable year for which this election is being made is the calendar year [Calendar year].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bf4d9009-ccd3-44a7-bc7c-e38732f73f41","order":193,"text":"5) Nature of the restrictions to which the property is subject: the shares are subject to vesting and to a right of repurchase by the issuer, at the original purchase price per share, in the event that the service relationship between the taxpayer and the issuer terminates. That repurchase right lapses progressively as the shares vest over a period of continued service.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"da88371c-c4b6-4eeb-83d1-2776458a4375","order":194,"text":"6) Fair market value of the property at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse: US$[Fair market value per share] per share, being an aggregate of US$[Aggregate fair market value].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"517bf15f-3650-4201-bc40-5eb396672b67","order":195,"text":"7) Amount paid for the property: US$[Price per share] per share, being an aggregate of US$[Aggregate purchase price].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"008b9be8-fee7-42ce-8ea2-adc58c7483de","order":196,"text":"8) Amount to be included in gross income as a result of this election: US$[Amount included in gross income].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d79f56de-b4f1-4832-bf27-d90d25fe2ae5","order":197,"text":"The undersigned taxpayer has furnished, or will furnish, a copy of this election to the person for whom the services were performed and, if different, to the transferee of the property. The undersigned is the person who performed the services in connection with which the property was transferred.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f296a8ce-b634-46fd-b758-734e2ae2616b","order":198,"text":"Under penalties of perjury, the undersigned declares that, to the best of the undersigned's knowledge and belief, the information set forth in this election is true, correct and complete.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"02e9671d-91f7-4c16-abfd-d360e7c2bead","order":199,"text":"Dated: ______________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"66f5cc72-485b-4d75-85ee-5761ec96fefa","order":200,"text":"Signature: ______________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"4b1396ab-c134-479f-8f9f-fa055dfbe40a","order":201,"text":"Name: [Purchaser name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"9b0b0a9b-88f3-4ffb-b4ae-7cae4f1266aa","order":202,"text":"EXHIBIT D","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"34"},{"id":"cebfeb84-adc6-4ac4-859b-84a84429c0e6","order":203,"text":"INSTRUCTIONS FOR FILING THE SECTION 83(b) ELECTION","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"27b0fe82-18b5-463f-88a6-fbbaa528b137","order":204,"text":"These instructions summarize the steps required in order to file the election attached as Exhibit C. They are provided for convenience and do not constitute tax advice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dcd75373-8993-4999-b3c7-b4e95960275f","order":205,"text":"Deadline. The election must be filed with the Internal Revenue Service no later than the thirtieth day after [Effective date], which is the date on which the Shares were transferred. That period is fixed by statute and cannot be extended for any reason. Where the thirtieth day falls on a Saturday, a Sunday or a legal holiday, the deadline is the next business day, in accordance with Section 7503 of the Internal Revenue Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1bf6d148-dadc-4d6b-adee-07bf55c2a659","order":206,"text":"Step one. Complete and verify each item of the election, then sign and date it. Print at least two signed copies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3eb310ea-4cf6-4318-bff1-c1131e330031","order":207,"text":"Consideration satisfied by services. Part of the purchase price for the shares was satisfied by services previously rendered rather than by money or property. Under Treasury Regulation Section 1.83-3(g), the amount paid for the property means the value of the money or property actually paid for it, and services do not constitute money or property. The amount shown as paid in the election, and consequently the amount to be included in gross income, should therefore be computed by reference to the money or property actually paid, the value attributed to the services being itself compensation for services. The taxpayer should confirm these figures with the taxpayer's own tax advisor before filing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d86544b6-1103-43b7-8fcc-6fcfbfd94b9b","value":"cash_services","type":"add","operator":"="}]},{"id":"322676e9-9cea-4271-abaf-773eca864f15","order":208,"text":"Step two. File the election with the office of the Internal Revenue Service with which the taxpayer files the federal income tax return of the taxpayer. Send it by United States certified mail with return receipt requested, or by a delivery service designated by the Internal Revenue Service, and retain the postmark or the dispatch receipt as evidence of timely filing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1abf69a4-23bf-43e0-a589-d6303df0481a","order":209,"text":"Alternative form. In place of the election attached as Exhibit C, the taxpayer may make the election on Internal Revenue Service Form 15620, Section 83(b) Election. The use of that form is voluntary and a written statement in the form of Exhibit C remains valid. Where the Internal Revenue Service makes an electronic submission channel available for Form 15620, the election may be submitted through that channel; the taxpayer should verify the filing channels currently available on the website of the Internal Revenue Service before filing. A written statement that is not made on Form 15620 must be filed by mail.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0565cb91-dfdb-42f0-8a26-78f0d2892472","order":210,"text":"Step three. Deliver a signed copy of the election to the Company promptly after filing it. The Treasury Regulations require the taxpayer to furnish a copy of the election to the person for whom the services were performed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2235186d-8cd3-40a3-8ad0-d0aca258ec51","order":211,"text":"Records. A copy of the election no longer needs to be attached to the federal income tax return of the taxpayer for the year of the transfer. The taxpayer should nevertheless retain the election, the proof of filing and the supporting valuation records for so long as they may be relevant to the determination of any tax.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1be7929f-0846-43e7-a9c9-6be15bc00b9c","order":212,"text":"State filings. Some states require a separate or corresponding filing. The taxpayer should verify the requirements of each state in which the taxpayer files a return.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b8f989bd-c383-4807-8b95-15d2ced8cecf","order":213,"text":"Effect. The election is irrevocable except with the consent of the Internal Revenue Service. A taxpayer who makes the election and later forfeits the Shares is not allowed a deduction in respect of the amount previously included in income, although a capital loss may be available to the extent that the amount paid for the forfeited Shares exceeds the amount realized upon the forfeiture.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"74c618e3-9148-4763-8059-75428fbcfe4e","order":214,"text":"Advice. The taxpayer should consult the taxpayer's own tax advisor before making the election.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"db415dfa-4fa4-44df-a645-b624d8789299","order":215,"text":"EXHIBIT E","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"09380213-5b98-4e6f-ac23-8d84d362047b","value":"married","type":"add","operator":"="}],"marginTop":"34"},{"id":"dd25d2e5-ff2a-49c6-85b5-855b9e971178","order":216,"text":"CONSENT OF SPOUSE","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"18","cflou":false,"active":true,"displayConditions":[{"field":"09380213-5b98-4e6f-ac23-8d84d362047b","value":"married","type":"add","operator":"="}]},{"id":"0adc665a-9cfd-428e-888e-c66ce7dfa001","order":217,"text":"I, [Name of the spouse], am the spouse of [Purchaser name]. I acknowledge that I have read the Restricted Stock Purchase Agreement dated as of [Effective date] between my spouse and [Company name] (the \"Agreement\") and that I understand its provisions, including the vesting provisions, the right of repurchase and the restrictions on transfer that apply to the shares acquired under it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"09380213-5b98-4e6f-ac23-8d84d362047b","value":"married","type":"add","operator":"="}]},{"id":"32ff1165-ee71-4186-ab1f-693c29a3dc9c","order":218,"text":"I am aware that, by its provisions, my spouse has agreed to sell the shares subject to the Agreement, including any interest that I may hold in them, on the terms set forth in the Agreement. I consent to that sale, I approve the provisions of the Agreement, and I agree that any interest that I may hold in those shares is subject to the Agreement in its entirety.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"09380213-5b98-4e6f-ac23-8d84d362047b","value":"married","type":"add","operator":"="}]},{"id":"43048388-6083-487b-b832-a218ff9012b8","order":219,"text":"I further agree that I will take no action inconsistent with the Agreement, and that my heirs, legatees, personal representatives and assigns are bound by it to the same extent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true,"displayConditions":[{"field":"09380213-5b98-4e6f-ac23-8d84d362047b","value":"married","type":"add","operator":"="}]},{"id":"bc3837f8-7ddd-415f-9550-b6171f287364","order":220,"text":"Dated: ______________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"09380213-5b98-4e6f-ac23-8d84d362047b","value":"married","type":"add","operator":"="}]},{"id":"f401121c-8143-405c-b5dc-1eb773c93198","order":221,"text":"Signature: ______________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"09380213-5b98-4e6f-ac23-8d84d362047b","value":"married","type":"add","operator":"="}]},{"id":"f323c054-edc8-48ba-82c4-a89240b60039","order":222,"text":"Name: [Name of the spouse]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"09380213-5b98-4e6f-ac23-8d84d362047b","value":"married","type":"add","operator":"="}]}]