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Stock Purchase Agreement 3

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Stock Purchase Agreement 3 Page 2
Stock Purchase Agreement 3
[COMPANY NAME]
COMMON STOCK PURCHASE AGREEMENT
This Common Stock Purchase Agreement (this “Agreement”) is made as of __________
by and between [Company Name], a Delaware corporation (the “Company”), and
____________________ (“Purchaser”).
1. Sale of Stock. Subject to the terms and conditions of this Agreement,
simultaneously with the execution and delivery of this Agreement by the parties or on such other
date as the Company and Purchaser shall agree (the “Purchase Date”), the Company will issue
and sell to Purchaser, and Purchaser agrees to purchase from the Company, __________ shares
of the Company’s Common Stock (the “Shares”) at a purchase price of $__________ per share
for a total purchase price of $__________ (the “Aggregate Purchase Price”). On the Purchase
Date, Purchaser will deliver the Aggregate Purchase Price to the Company and the Company will
enter the Shares in Purchaser’s name as of such date in the books and records of the Company or,
if applicable, a duly authorized transfer agent of the Company. The Company will deliver to
Purchaser a [notice of issuance with respect to] / [stock certificate representing] the Shares as
soon as practicable following such date. As used elsewhere herein, the term “Shares” refers to
all of the Shares purchased hereunder and all securities received in connection with the Shares
pursuant to stock dividends or splits, all securities received in replacement of the Shares in a
recapitalization, merger, reorganization, exchange or the like, and all new, substituted or
additional securities or other property to which Purchaser is entitled by reason of Purchaser’s
ownership of the Shares.
2. Consideration for Shares. As consideration for the Shares, Purchaser will
deliver the Aggregate Purchase Price by [an assignment of certain assets as set forth in the
[Assignment of IP and Other Assets] AND/OR [Patent Assignment] in the form attached to this
Agreement as Exhibit D [and Exhibit E],] AND/OR [check made out to the Company].
3. Limitations on Transfer. Purchaser shall not assign, encumber or dispose of
any interest in the Shares except to the extent permitted by, and in compliance with the
provisions below[, the transfer restrictions set forth in the Company’s Bylaws] and applicable
securities laws.
(a) Repurchase Option; Vesting.
(i) In the event of the voluntary or involuntary termination of
Purchaser’s Continuous Service Status (as defined below) for any reason (including death or
Disability (as defined below)), with or without cause, the Company shall upon the date of such
termination (the “Termination Date”) have an irrevocable, exclusive option (the “Repurchase
Option”) for a period of _____ months from such date to repurchase all or any portion of the
Unvested Shares (as defined below) held by Purchaser as of the Termination Date at the original
purchase price per Share (adjusted for any stock splits, stock dividends and the like) specified in
Section 1. As used in this Agreement, “Unvested Shares” means Shares that have not yet been
released from the Repurchase Option.
Stock Purchase Agreement 3
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