Narrative. The Restricted Stock Purchase Agreement (\”RSPA\”) is the document under which founders purchase their common stock from the newly-formed corporation. It is the single most important early-stage equity document because it implements founder vesting and the company’s repurchase right over unvested shares. Big-law practice universally layers four elements: (1) purchase price paid in cash or by contribution of IP, (2) a time-based vesting schedule (typically 4-year monthly with a 1-year cliff), (3) a company repurchase right at the lower of cost or FMV for unvested shares, and (4) market-standard transfer restrictions, a right of first refusal, and drag-along. Founders must file an 83(b) election within 30 days of purchase to avoid ordinary-income recognition as shares vest.

THIS RESTRICTED STOCK PURCHASE AGREEMENT (this \”Agreement\”) is made as of [DATE] (the \”Effective Date\”) by and between [COMPANY NAME], Inc., a Delaware corporation (the \”Company\”), and [PURCHASER NAME] (the \”Purchaser\”).

1. Purchase and Sale

1.1 Purchase

Subject to the terms and conditions of this Agreement, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell and issue to the Purchaser, [NUMBER] shares of the Company’s Common Stock, par value $0.00001 per share (the \”Shares\”), at a purchase price of $[PRICE] per share, for an aggregate purchase price of $[TOTAL] (the \”Purchase Price\”).

1.2 Payment

The Purchaser shall pay the Purchase Price in full concurrently with the execution of this Agreement by [check / wire transfer / contribution of the intellectual property described on Exhibit A / cancellation of indebtedness].

1.3 Closing

The closing of the purchase and sale of the Shares shall occur on the Effective Date (the \”Closing\”). At the Closing, the Company shall issue the Shares to the Purchaser and record the issuance on the Company’s books.

2. Vesting; Repurchase Right

2.1 Vesting Schedule

The Shares shall vest according to the following schedule (the \”Vesting Schedule\”): twenty-five percent (25%) of the Shares shall vest on the first anniversary of the Purchaser’s service commencement date ([VESTING COMMENCEMENT DATE]), and the remaining seventy-five percent (75%) shall vest in thirty-six (36) equal monthly installments thereafter, such that 100% of the Shares shall be vested on the fourth anniversary of the Vesting Commencement Date, subject in each case to the Purchaser’s continuous service to the Company through the applicable vesting date.

2.2 Repurchase Right

Upon any termination of the Purchaser’s continuous service to the Company for any reason (including death or disability), the Company shall have the right (but not the obligation) to repurchase all or any portion of the Shares that are unvested as of the termination date (the \”Unvested Shares\”) at a purchase price equal to the lesser of (a) the original Purchase Price per share or (b) the fair market value per share as of the termination date (the \”Repurchase Option\”). The Company may exercise the Repurchase Option by delivering written notice to the Purchaser within ninety (90) days after the termination of service.

2.3 Acceleration

If the Purchaser’s service is terminated by the Company without Cause or by the Purchaser for Good Reason, in each case within twelve (12) months following a Change in Control, then one hundred percent (100%) of the then-unvested Shares shall immediately vest (so-called \”double-trigger acceleration\”). Capitalized terms used in this Section 2.3 and not otherwise defined have the meanings given in the Company’s Equity Incentive Plan or, if no such plan exists, as defined by the Company’s board of directors in good faith.

3. Transfer Restrictions

3.1 General Restrictions

The Purchaser shall not sell, transfer, pledge, hypothecate, or otherwise dispose of any Shares (including any Unvested Shares) except as expressly permitted by this Agreement and the Company’s Bylaws and governance documents.

3.2 Right of First Refusal

Before any proposed transfer of Shares (other than a transfer to a Permitted Transferee), the Purchaser shall first offer to sell such Shares to the Company on the same terms and conditions as the proposed transfer. The Company shall have thirty (30) days to exercise the right of first refusal by delivering written notice to the Purchaser.

3.3 Permitted Transferees

Notwithstanding Section 3.2, the Purchaser may transfer Shares to (a) a trust for the benefit of the Purchaser or the Purchaser’s immediate family, (b) the Purchaser’s immediate family by gift or bequest, or (c) upon the Purchaser’s death, by will or the laws of intestacy, provided in each case that the transferee executes an instrument agreeing to be bound by this Agreement.

3.4 Market Stand-Off

The Purchaser shall not sell, transfer, or otherwise dispose of any Shares during the period commencing seven (7) days before and ending one hundred eighty (180) days after the effective date of the Company’s initial public offering.

4. Representations and Warranties of the Purchaser

The Purchaser represents and warrants to the Company that: (a) the Purchaser is acquiring the Shares for the Purchaser’s own account, for investment purposes only, and not with a view to distribution in violation of the Securities Act of 1933, as amended (the \”Securities Act\”); (b) the Purchaser understands that the Shares have not been registered under the Securities Act and are subject to substantial restrictions on transfer; (c) the Purchaser is an \”accredited investor\” as defined in Rule 501 of Regulation D under the Securities Act, or has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of the investment; and (d) the Purchaser has had the opportunity to ask questions of, and receive answers from, the Company regarding the Shares and the Company’s business.

5. 83(b) Election

The Purchaser acknowledges that the Purchaser has been advised to consult with a tax advisor regarding the advisability of filing an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, within thirty (30) days following the Effective Date. The Purchaser acknowledges that the Company has not advised the Purchaser regarding the tax consequences of the transactions contemplated by this Agreement. The form of 83(b) election is attached hereto as Exhibit B for the Purchaser’s convenience.

6. Legends

The certificates (or book-entry statements) representing the Shares shall bear legends substantially in the following form:

\”THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF.\” \”THE SHARES REPRESENTED HEREBY ARE SUBJECT TO VESTING, A REPURCHASE OPTION, A RIGHT OF FIRST REFUSAL, AND OTHER TRANSFER RESTRICTIONS SET FORTH IN A RESTRICTED STOCK PURCHASE AGREEMENT, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE COMPANY.\”

7. General Provisions

7.1 Governing Law

This Agreement shall be governed by the laws of the State of Delaware, without regard to conflicts-of-law principles.

7.2 Entire Agreement

This Agreement, together with the exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof.

7.3 Amendment

This Agreement may be amended only by a writing signed by both parties.

7.4 Counterparts

This Agreement may be executed in counterparts, including by electronic signature, each of which shall be an original and all of which together shall constitute one instrument.

7.5 Severability

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

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

COMPANY: PURCHASER: [COMPANY NAME], Inc.

By: _______________________ _______________________ Name: [NAME] [PURCHASER NAME] Title: [TITLE]

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Exhibit A \u2014 Contributed Intellectual Property (if applicable) Exhibit B \u2014 Form of 83(b) Election Exhibit C \u2014 Stock Power (Assignment Separate from Certificate)

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This form is provided for informational purposes only and does not constitute legal advice or create an attorney-client relationship. Every situation is different; consult qualified legal counsel before using or adapting this document. © Montague Law.