RESTRICTED STOCK PURCHASE AGREEMENT

This Restricted Stock Purchase Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE COMPANY], having registered office at [INSERT ADDRESS OF THE COMPANY](hereinafter referred to as the “Company” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE FOUNDER], having registered office at [INSERT ADDRESS OF THE FOUNDER] (hereinafter referred to as the “Founder” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Founder” and the “Company” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Founder has [INSERT NUMBER OF SHARES] of shares and desires to restrict the purchased shares, as mentioned in this agreement.
2. The parties mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
3. The parties are duly authorized and have the capacity to enter into this agreement.
4. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. "Board" means the board of directors of the Company;
   2. "Business" means the business of the Company.
   3. "Party" or "Parties" means both the Founder and the Company;
   4. “Net Profits or Losses" means the net profits or losses of the Company as determined by generally accepted accounting principles.
   5. “Vesting" means the Shares that have been issued to a Shareholder are subject to forfeiture unless certain events occur during the term of employment of the Shareholder.
   6. “Transfer Date” means a date when a shareholder transfers shares, whether or not that transfer complies with the provisions of this agreement.
   7. “Unvested Shares” mean any Shares that have not vested pursuant to clause 5 of the present Agreement.
2. SCOPE
   1. This Agreement sets forth the terms and conditions under which the Founder shall purchase restricted shares of the Company, and the rights, obligations, restrictions, and conditions that shall apply to such shares. This Agreement governs the vesting schedule, restrictions on transfer, repurchase rights, and tax and legal compliance related to such shares.
   2. Nothing in this Agreement shall be construed to create an employment relationship, partnership, or joint venture between the Parties, nor shall it confer upon the Founder any right to continued engagement with the Company beyond what is expressly stated herein. The purpose of this Agreement is solely to regulate the issuance, ownership, and restrictions on the shares purchased by the Founder, subject to the Company’s control mechanisms and applicable laws.
3. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
4. OBLIGATIONS OF COMPANY
   1. The Company shall maintain accurate records of the Founder’s shareholding and vesting schedule. The Company shall notify the Founder of any relevant corporate actions, including the declaration of dividends, share splits, mergers, or repurchase events that may affect the status or value of the Shares.
   2. In the event of a termination or triggering event, the Company shall exercise its repurchase rights in accordance with this Agreement and applicable laws. The Company shall act fairly and transparently in determining the fair market value of the Shares, where applicable, and shall ensure compliance with all relevant tax withholding and reporting obligations.
5. OBLIGATIONS OF THE FOUNDER
   1. The Founder shall comply with all terms and conditions of this Agreement, including those related to vesting, transfer restrictions, and repurchase rights. The Founder shall not transfer, assign, pledge, or otherwise dispose of any Shares except as expressly permitted under this Agreement. The Founder shall provide the Company with prompt written notice of any intention to terminate their business relationship with the Company or any event that may affect their eligibility for vesting under this Agreement.
   2. The Founder shall maintain the confidentiality of all proprietary and confidential information received from the Company during the term of this Agreement or arising from their association with the Company. The Founder shall act in good faith in the performance of their obligations and shall not take any action that would frustrate or circumvent the restrictions imposed on the Shares.
6. VESTING SCHEDULE
   1. In accordance with founder’s relationship with the Company, the Founder may have the right of vested shares, if founder continuously maintains the business relationship with the Company for a period of [INSERT THE NUMBER OF YEARS] years; the unvested shares shall become vested shares. Shares that have been so earned by continuity of the Founder’s Business Relationship with the Company during the applicable period shall be regarded as “Vested Shares” and Shares that have not been so earned by continuity of the Founder’s Business Relationship with the Company during the applicable period shall be regarded as “Unvested Shares.”
   2. In the event of termination or if the business relationship with the Company ceases, voluntarily or involuntarily, with or without cause the unvested shares shall remain to be unvested shares and founder will have no right to unvested shares.
7. RIGHT OF REPURCHASE OF UNVESTED SHARES
   1. The Founder shall not in any case, transfer, sell, mortgage, pledge or hypothecate the unvested shares to any third-party except, to the company or any permitted successor assigned by the Company.
   2. Upon the termination of the Founder’s service to the Company, for any reason with or without cause, including involuntary termination, death, temporary or permanent disability, the Company shall have the option to repurchase any unvested shares held by the Founder as of the date of termination.
   3. The Founder shall sell or transfer the unvested share to the Company at a purchase prices lessor than the original purchase price paid by the founder for such unvested share, or as per the fair market value as of the date of termination.
   4. In case the unvested shares are not repurchased by the Company or any successor to the Company, such unvested shares will be forfeited by the founder, and the founder shall have no further rights or interests in such unvested shares.
8. RESTRICTIONS ON TRANSFERS
   1. The Founder acknowledges and agrees that the Shares are subject to certain restrictions on transfer. Except as otherwise provided in this Agreement, the Founder shall not, directly or indirectly, transfer, sell, pledge, hypothecate, assign, or otherwise dispose of any Shares or any interest in the Shares unless the following conditions are met:
   2. Prior to any proposed transfer, the Founder shall provide written notice to the Company of the intent to transfer (the "Transfer Notice"). The Company shall have the first right to purchase such Shares on the same terms and conditions as proposed in this agreement.
   3. In addition to the foregoing restrictions, the Founder agrees that, for a period of [INSERT LOCK-UP PERIOD] months following the effective date of this Agreement, the Founder will not, without the prior written consent of the Company, offer, sell, contract to sell, or otherwise dispose of any Shares or any securities convertible into or exchangeable for the Shares.
   4. The Founder acknowledges and agrees that these transfer restrictions are binding and enforceable against any transferee of the Shares, except the Company.
9. FAILURE TO TRANSFER SHARES
   1. In the event, the Founder fails to transfer the shares to the Company as per agreed terms of this agreement, The Company shall have the right to seek specific performance and compel the transfer of the shares or pursue any other legal or equitable remedies available.
10. INVESTMENT REPRESENTATION
    1. The Founder represents and warrants that the Founder is acquiring shares from the founder’s own funds and solely for the Investment purpose, and not with a view to distribute, resell, or transfer them in violation of applicable securities laws.
    2. The Founder has received all the associated information regarding the shares and to evaluate the investment. The Founder had the opportunity to ask questions and seek additional information about the Company and Investment.
    3. The Founder understands that there are no guarantees or assurances of profits or returns from the investment of shares and involves substantial risk.
    4. The Founder has the legal capacity and authority to enter into and perform under this agreement and has the requisite power to execute this agreement.
11. RIGHTS AS A STOCKHOLDER
    1. The Founder shall have the rights of a stockholder with respect to the voting of the Shares and dividends. The Founder shall be considered the record owner of and shall be entitled to vote the Shares if and to the extent such Shares are entitled to voting rights. The Founder shall be entitled to receive all dividends and any other distributions declared on the Shares; provided, however, that the Company is under no duty to declare any such dividends or to make any such distribution and provided, further, that any such dividends or other distributions paid on Unvested Shares shall be held with the Company until such time, if ever, as such shares become Vested Shares.
12. TAX WITHHOLDING
    1. If the Company in its discretion determines that it is obligated to withhold any tax in connection with the transfer of, or the lapse of restrictions on, the Shares, the Founder hereby agrees that the Company may withhold from the Founder’s wages or other remuneration the appropriate amount of tax. At the discretion of the Company, the amount required to be withheld may be withheld in cash from such wages or other remuneration. The Founder further agrees that, if the Company does not withhold an amount from the Founder’s wages or other remuneration sufficient to satisfy the withholding obligation of the Company, the Founder will make reimbursement on demand, in cash, for the amount under withheld.
13. CONFIDENTIALITY
    1. The Founder acknowledges that during the course of their relationship with the Company, and in connection with this Agreement, they may receive or have access to confidential, proprietary, or non-public information related to the Company, its operations, financial condition, technology, business plans, or customers (“Confidential Information”).
    2. The Founder shall not, during the term of this Agreement or at any time thereafter, directly or indirectly disclose, use, or permit the use of any Confidential Information for any purpose other than as necessary to perform obligations under this Agreement or as expressly authorized in writing by the Company.
    3. The obligations under this clause shall not apply to any information which (i) was known to the Founder without obligation of confidentiality prior to disclosure by the Company; (ii) becomes publicly available through no breach of this Agreement; or (iii) is rightfully received by the Founder from a third party not subject to a duty of confidentiality.
    4. The Founder shall take all reasonable steps to protect and preserve the confidentiality of such information, including preventing unauthorized disclosure. These obligations shall survive the termination or expiration of this Agreement for a period of [INSERT NUMBER OF YEARS FOR WHICH THE OBLIGATION SHALL SURVIVE AFTER TERMINATION] years, or such longer period as required by applicable law.
14. TERMINATION
    1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS FOR NOTICE OF TERMINATION] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
       1. this Agreement provides a specific date or period for performance of the obligation breached; or
       2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
    2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
    3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
15. INDEMNIFICATION
    1. The Founder shall indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all losses, damages, liabilities, claims, costs, and expenses (including reasonable attorneys’ fees) incurred by the Indemnified Parties arising out of or relating to:
       1. any breach by the Founder of any representation, warranty, covenant, or obligation under this Agreement;
       2. any violation by the Founder of applicable laws, rules, or regulations in connection with the acquisition or ownership of the Shares; or
       3. any third-party claim arising from the Founder’s actions or omissions relating to the Shares or the rights granted under this Agreement.
    2. The Company shall notify the Founder promptly of any such claim for which indemnification is sought, and the Founder shall cooperate fully in the defense of any such claim. The indemnification obligations under this clause shall survive the termination or expiration of this Agreement.
16. LIMITATION OF LIABILITY
    1. Notwithstanding anything to the contrary contained in this Agreement, neither Party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of business opportunities, or loss of goodwill, arising out of or related to this Agreement, regardless of the cause of action and even if advised of the possibility of such damages.
    2. The Company’s total aggregate liability arising out of or in connection with this Agreement shall in no event exceed the original purchase price paid by the Founder for the Shares. This limitation shall not apply to damages arising from:
       1. Party’s willful misconduct or gross negligence;
       2. breach of the confidentiality obligations set forth herein; or
       3. the indemnification obligations described in this Agreement.
17. DISPUTE RESOLUTION
    1. The Parties shall endeavour to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator . The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
18. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Founder and Company. 
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTE BETWEEN THE PARTIES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
19. FORCE MAJUERE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
20. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
       1. If to the Founder: [INSERT EMAIL ID OR/AND ADDRESS OF THE FOUNDER]
       2. If to the Company: [INSERT EMAIL ID OR/AND ADDRESS OF THE COMPANY]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
21. MISCELLANOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [INSERT LANGUAGE OF ALL COMMUNICATION].
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
22. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
23. DECLARATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Founder

Name: [INSERT NAME OF FOUNDER/SIGNING AUTHORITY]

Signature:

Date: [INSERT SIGNING DATE OF FOUNDER]

Signed, sealed and delivered on behalf of Company

Name: [INSERT NAME OF THE COMPANY/SIGNING AUTHORITY]

Signature: 

Date: [INSERT SIGNING DATE OF COMPANY]