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 COMPANY], having registered office at [INSERT ADDRESS OF THE COMPANY] (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. 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 TERM FOR WHICH THE FOUNDER SHALL MAINTAIN RELATIONSHIP WITH THE COMPANY] 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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: 
   3. By direct negotiations between the Founder and Company. 
   4. 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.
10. 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 seven (7) 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 seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Founder: [INSERT EMAIL ID OR/AND ADDRESS]
       2. If to the Company: [INSERT EMAIL ID OR/AND ADDRESS]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
11. DISPUTE RESOLUTION
    1. The Parties shall endeavor 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.
12. 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.
13. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

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]