Founder Stock Purchase Agreement

FOUNDER STOCK PURCHASE AGREEMENT

This Founder Stock Purchase Agreement (the Agreement) is made as of by and between Company Name: , a Entity Type: Corporation LLC Other organized under the laws of , with its principal place of business at (Company), and Founder Name: , an individual residing at (Founder).

RECITALS

WHEREAS, the Company is authorized to issue shares of its capital stock and the Founder desires to purchase, and the Company desires to sell to the Founder, shares of the Company's capital stock on the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend that certain of the shares purchased by the Founder shall be subject to vesting and to a right of repurchase by the Company in the event the Founder ceases service to the Company;

WHEREAS, the parties desire to set forth their mutual agreements, representations, and covenants with respect to such purchase and the ownership of the shares.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. PURCHASE AND SALE

1.1 Purchase. Subject to the terms and conditions of this Agreement, at the Closing (as defined below) the Founder shall purchase from the Company and the Company shall sell to the Founder shares of stock (Shares) for an aggregate purchase price of $ (Purchase Price).

1.2 Closing. The closing of the transactions contemplated by this Agreement (Closing) shall take place on at such place or by exchange of documents as the parties may agree. At the Closing the Founder shall pay the Purchase Price in immediately available funds and the Company shall deliver a certificate representing the Shares, duly registered in the name of the Founder, free and clear of all liens and encumbrances except as provided herein.

2. VESTING AND COMPANY REPURCHASE RIGHT

2.1 Vesting. The Shares shall be subject to vesting as set forth in the Vesting Schedule. The Vesting Commencement Date shall be . The Shares shall vest according to the schedule set forth in Schedule A attached hereto; to the extent Schedule A does not specify otherwise, the Shares shall vest over a period of with a cliff of .

2.2 Company Repurchase Right. If the Founder ceases to provide service to the Company for any reason (other than termination by the Company without Cause, as defined below), the Company shall have the option to repurchase, at the original purchase price paid by the Founder or such other price specified in Schedule A, any unvested portion of the Shares on the date of termination. The exercise of such repurchase right shall be subject to the notice and payment procedures set forth in this Agreement.

3. REPRESENTATIONS AND WARRANTIES OF FOUNDER

The Founder represents and warrants to the Company that, as of the date hereof and as of the Closing:

3.1 Authority; Enforceability. The Founder has full legal capacity and power to enter into and perform this Agreement. This Agreement constitutes a valid and binding obligation of the Founder enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, or similar laws.

3.2 Ownership; Absence of Liens. The Founder has good and marketable title to any property he or she purports to contribute in connection with the purchase and there are no outstanding agreements, options, liens, or encumbrances affecting the Founder's ability to sell or transfer the Shares in accordance with this Agreement.

4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Founder that, as of the date hereof and as of the Closing:

4.1 Organization and Standing. The Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.

4.2 Authorization; Capitalization. The execution and delivery of this Agreement and the issuance of the Shares have been duly authorized by all necessary corporate action, and upon issuance the Shares will be duly authorized, validly issued, fully paid and nonassessable, subject to the vesting and repurchase provisions herein.

5. RESTRICTIONS ON TRANSFER

5.1 Legend. The certificate or certificates evidencing the Shares shall bear legends reflecting the restrictions on transfer contained in this Agreement and applicable securities laws. The Company is authorized to place stop-transfer instructions with its transfer agent to enforce the restrictions contained in this Agreement.

5.2 Right of First Refusal. Prior to any transfer by the Founder of any Shares (other than transfers permitted by this Agreement), the Founder shall comply with any right of first refusal and other transfer restrictions set forth in the Company's bylaws or shareholder agreement, if any, and shall deliver written notice to the Company describing the proposed transfer and terms thereof.

6. COVENANTS

6.1 Further Assurances. Each party shall execute and deliver such further instruments and take such additional actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

6.2 Confidentiality. The Founder agrees to abide by and perform the Company's confidentiality, proprietary information, and invention assignment obligations set forth in any separate agreement between the Founder and the Company. To the extent no separate agreement exists, the Founder shall keep confidential and not disclose the Company's confidential information except as necessary in the performance of his or her duties.

7. INDEMNIFICATION

7.1 Indemnification by Founder. The Founder shall indemnify and hold harmless the Company and its officers, directors and shareholders from and against any losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees) arising out of any breach by the Founder of any representation, warranty, covenant or agreement contained in this Agreement.

7.2 Indemnification by Company. The Company shall indemnify and hold harmless the Founder from and against losses resulting from any breach by the Company of its representations, warranties or covenants contained in this Agreement.

8. TAX MATTERS

8.1 83(b) Election. The Founder acknowledges that the Shares may be subject to restrictions that could constitute a substantial risk of forfeiture for tax purposes and that the Founder should consider whether to make an election under Section 83(b) of the Internal Revenue Code. The Company shall cooperate in providing any information reasonably necessary to make such election; the decision to make an election is the sole responsibility of the Founder.

8.2 Tax Indemnity. Each party shall be responsible for its own tax filings and tax liabilities related to the purchase and ownership of the Shares, except as otherwise required by law or as expressly provided in this Agreement.

9. NOTICES

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth above or to such other address as a party may designate by notice to the other parties in accordance with this section.

10. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the parties against whom enforcement is sought. The failure of any party to enforce any provision hereof shall not constitute a waiver of that provision or any other provision.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

12. ENTIRE AGREEMENT

This Agreement, together with any schedules and exhibits hereto and any other agreements expressly referenced herein, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to such subject matter.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law, such provision shall be reformed only to the extent necessary to make it enforceable, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

14. COUNTERPARTS; SURVIVAL

This Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one instrument. The representations, warranties and covenants contained in this Agreement that by their nature are intended to survive the Closing shall so survive the Closing.

SCHEDULE A — VESTING SCHEDULE (IF APPLICABLE)

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

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