[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”).

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[, upon request, a notice of issuance with respect to] / [a 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.

Consideration. As consideration for the mutual promises and covenants set forth in this Agreement, 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].

Limitations on Transfer. Purchaser acknowledges and agrees that the Shares purchased under this Agreement are subject to (i) the terms and conditions that apply to the Company’s Common Stock, as set forth in the Company’s Bylaws, [including (without limitation) certain transfer restrictions set forth in Section 8.9 of the Company’s Bylaws, ]as may be in effect at the time of any proposed transfer (the “Bylaw Provisions”), and (ii) any other limitation or restriction on transfer created by applicable laws. In addition to the foregoing limitations on transfer, Purchaser shall not assign, encumber or dispose of any interest in the Shares while the Shares are subject to the Company’s Repurchase Option (as defined below). After any Shares have been released from such Repurchase Option, Purchaser shall not assign, encumber or dispose of any interest in the Shares except to the extent permitted by, and in compliance with the Bylaw Provisions, applicable laws, and the provisions below.