This Restricted Stock Purchase Agreement (the “Agreement”) is made as of between Galaxy Holdings, a TX LLC located at (the “Company”), and , an individual residing at (the “Purchaser”). The Company and the Purchaser are each a “Party” and together the “Parties.”
Subject to the terms of this Agreement, the Purchaser agrees to purchase, and the Company agrees to sell and issue, shares of the Company’s common stock (the “Shares”) at a purchase price of per share, for an aggregate purchase price of (the “Purchase Price”). The Purchaser will pay the Purchase Price by at or before the closing, which will occur on or such other date as the Parties agree (the “Closing”).
The Shares are subject to vesting. The “Vesting Commencement Date” is . Subject to Section 3, the Shares vest over years as follows: no Shares vest until the Purchaser completes months of Continuous Service measured from the Vesting Commencement Date (the “Cliff”), at which time a pro-rata portion of the Shares vests; thereafter, the remaining Shares vest in equal monthly installments over the balance of the -year period, so that all Shares are fully vested at the end of the period, in each case only if the Purchaser remains in Continuous Service through each vesting date. “Continuous Service” means service to the Company as an employee, officer, director, or consultant that has not been interrupted or terminated.
If the Purchaser’s Continuous Service terminates for any reason (or no reason), with or without cause, the Company (or its assignee) will have an irrevocable option (the “Repurchase Option”) to repurchase any Shares that are not vested as of the date of termination (the “Unvested Shares”) at a price per share equal to the lower of (a) the original per share paid by the Purchaser, or (b) the fair market value of the Shares on the date of termination. The Company may exercise the Repurchase Option by written notice to the Purchaser within ninety (90) days after the termination date. Vested Shares are not subject to the Repurchase Option.
To facilitate the Repurchase Option, the certificate(s) (or book-entry record) representing the Unvested Shares will be held in escrow by the Secretary of the Company or another escrow holder designated by the Company until the Shares vest or are repurchased. The Purchaser will execute and deliver an assignment separate from certificate (stock power) in blank at the Closing.
The Purchaser may not sell, assign, pledge, or otherwise transfer any Unvested Shares. Before transferring any vested Shares, the Purchaser must first offer them to the Company on the same terms as any bona fide third-party offer (a “Right of First Refusal”). Any purported transfer in violation of this Agreement is void. All Shares are also subject to the transfer restrictions imposed by applicable securities laws and the Company’s bylaws.
The Purchaser understands that, because the Shares are subject to vesting, the Purchaser may file an election under Section 83(b) of the Internal Revenue Code with the Internal Revenue Service within 30 days of the date the Shares are purchased to be taxed on the value of the Shares as of the purchase date rather than as the Shares vest. The 30-day deadline cannot be extended. The Purchaser acknowledges that the decision to file and the timely filing of any 83(b) election are solely the Purchaser’s responsibility, and the Purchaser has had the opportunity to consult a tax advisor. The Company makes no representation regarding the tax consequences of the purchase or the election.
The Purchaser represents that the Purchaser is acquiring the Shares for investment for the Purchaser’s own account, not with a view to resale or distribution; understands the Shares are not registered under the Securities Act of 1933 and are “restricted securities”; and can bear the economic risk of the investment. The Purchaser has had the opportunity to ask questions of the Company.
Each certificate or book-entry record for the Shares may bear legends referencing the transfer restrictions of applicable securities laws, the Repurchase Option, and the Right of First Refusal described in this Agreement.
This Agreement is governed by the laws of the State of TX, without regard to its conflict-of-laws principles. This Agreement, together with any exhibits, is the entire agreement of the Parties on its subject matter and supersedes all prior understandings. It may be amended only in a writing signed by both Parties, and may be executed in counterparts, including by electronic signature. If any provision is held unenforceable, the remaining provisions remain in effect.
The Parties have executed this Agreement as of the date first written above.
Name: Michael Yuan
Title: General Manager
Date:
Name: ______________________
Date: ______________________