ADICET BIO, INC. 2015 STOCK INCENTIVE PLAN
RESTRICTED STOCK PURCHASE AWARD AGREEMENT
1. Purchase of Shares. Adicet Bio, Inc., a Delaware corporation (the Company), agrees to issue and sell to the Grantee (the Grantee) named in the Notice of Restricted Stock Purchase Award (the Notice), the Total Number of Shares of Common Stock Awarded set forth in the Notice (the Shares) for a Purchase Price per Share set forth in the Notice (the Total Purchase Price), subject to the Notice, this Restricted Stock Purchase Award Agreement (the Agreement) and the Companys 2015 Stock Incentive Plan, as amended from time to time (the Plan), which are incorporated herein by reference. Payment for the Shares in the amount of the Total Purchase Price set forth in the Notice shall be made to the Company upon execution of the Notice. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement. All Shares sold hereunder will be deemed issued to the Grantee as fully paid and nonassessable shares, and the Grantee will have the right to vote the Shares at meetings of the Companys stockholders. The Company shall pay any applicable stock transfer taxes imposed upon the issuance of the Shares to the Grantee hereunder.
2. Method of Payment. Payment of the Total Purchase Price shall be by any of the following, or a combination thereof, at the election of the Grantee; provided, however, that such payment method does not then violate any Applicable Law and, provided further, that the portion of the Total Purchase Price equal to the par value of the Shares must be paid in cash or other legal consideration permitted by the Delaware General Corporation Law:
(a) cash; or
3. Transfer Restrictions for Unvested Shares. The Shares sold to the Grantee hereunder may not be sold, transferred by gift, pledged, hypothecated, or otherwise transferred or disposed of by the Grantee prior to the date that the Shares become vested pursuant to the Vesting Schedule set forth in the Notice. Any attempt to transfer Shares in violation of this Section 3 will be null and void and will be disregarded. After the Shares vest, the Shares will remain subject to the Companys Right of First Refusal as set forth in Section 8 below.
4. Escrow of Stock. For purposes of facilitating the enforcement of the provisions of this Agreement, the Grantee agrees, immediately upon receipt of the certificate(s) for the Shares, to deliver such certificate(s), together with an Assignment Separate from Certificate in the form attached hereto as Exhibit A, executed in blank by the Grantee with respect to each such stock certificate, to the Secretary or Assistant Secretary of the Company, or their designee, to hold in escrow for so long as such Shares have not vested pursuant to the Vesting Schedule set forth in the Notice or are subject to the Companys Right of First Refusal, with the authority to take all