Exhibit 10.9(b)


 


GIDDY INC.


 


2013 EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK PURCHASE AGREEMENT


 


This Restricted Stock Purchase
Agreement (the “Agreement”) is made and entered into as of [See eShares]
(the “Effective Date”) by and between Giddy Inc., a Delaware corporation (the “Company”),
and [See eShares] (“Purchaser”). Capitalized terms not
defined herein shall have the meanings ascribed to them in the Company’s 2013 Equity Incentive Plan, as may be amended from time
to time (the “Plan”).


 


1.             PURCHASE OF SHARES.


 


1.1            Agreement
to Purchase and Sell Shares. On the Effective Date and subject to the terms and conditions of this Agreement and the
Plan, Purchaser hereby purchases from the Company, and the Company hereby sells to Purchaser, [See
eShares] shares of the Company’s Common Stock (the “Shares”), at the price of [See
eShares] per share (the “Purchase Price Per Share”) for a Total Purchase Price of [See
eShares] (the “Purchase Price”). As used in this Agreement, the term “Shares”
includes the Shares purchased under this Agreement and all securities received (a) in replacement of the Shares, (b) as a result
of stock dividends or stock splits with respect to the Shares, and (c) in replacement of the Shares in a merger, recapitalization,
reorganization or similar corporate transaction.


 


1.2            Payment.
Purchaser hereby delivers payment of the Purchase Price as follows (check and complete as appropriate):


 


		 ̈	by check in the amount of $_________________, receipt of which
is acknowledged by the Company.



 


		 ̈	by ACH in the amount of $                            ,
receipt of which is acknowledged by the Company



 


		 ̈	by cancellation of indebtedness of the Company owed to Purchaser
in the amount of $__________________________________.



 


		 ̈	by the waiver hereby of compensation due or accrued for services
rendered in the amount of $_______________________________.



 


		 ̈	by delivery of _________ fully-paid, nonassessable and vested
shares of the Common Stock of the Company owned by Purchaser free and clear of all liens, claims, encumbrances or security interests,
valued at the current Fair Market Value of $___________ per share (a) for which the Company has received “full payment of
the purchase price” within the meaning of SEC Rule 144, (if purchased by use of a promissory note, such note has been fully
paid with respect to such vested shares), or (b) that were obtained by Purchaser in the open public market.



 


2.            DELIVERIES.


 


2.1            Deliveries
by the Purchaser. Purchaser hereby delivers to the Company: (a) this completed and signed Agreement, and (b) the Purchase
Price, paid by delivery of the form of payment specified in Section 1.2.


 






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2.2            Deliveries
by the Company. Upon its receipt of the Purchase Price, payment or other provision for any applicable tax obligations, if any,
and all the documents to be executed and delivered by Purchaser to the Company as provided herein, the Company will issue a duly executed
stock certificate evidencing the Shares in the name of Purchaser with the appropriate legends affixed thereto, to be placed in escrow
as provided in Section 7.2 to secure performance of Purchaser’s obligations under Sections 5 and 6 until expiration or termination
of the Company’s Repurchase Option and Refusal Right (as such terms are defined in Sections 5 and 6, respectively).


 


3.            REPRESENTATIONS
AND WARRANTIES OF PURCHASER. Purchaser represents and warrants to the Company as follows.


 


3.1            Agrees
to Terms of the Plan. Purchaser has received a copy of the Plan, has read and understands the terms of the Plan and this Agreement,
and agrees to be bound by their terms and conditions.


 


3.2            Acknowledgment
of Tax Risks. Purchaser acknowledges that there may be adverse tax consequences upon the purchase and the disposition of the Shares,
and that Purchaser has been advised by the Company to consult a tax adviser prior to such purchase or disposition. Purchaser further acknowledges
that Purchaser is not relying on the Company or its counsel for tax advice regarding Purchaser’s purchaser or disposition of the
Shares or the tax consequences to Purchaser of this Agreement.


 


3.3            Shares
Not Registered or Qualified. Purchaser understands and acknowledges that the Shares have not been registered with the SEC under
the Securities Act, or with any securities regulatory agency administering any state securities laws, and that, notwithstanding any other
provision of this Agreement to the contrary, the purchase of any Shares is expressly conditioned upon compliance with the Securities Act
and all applicable state securities laws. Purchaser agrees to cooperate with the Company to ensure compliance with such laws.


 


3.4            No
Transfer Unless Registered or Exempt; Contractual Restrictions on Transfers. Purchaser understands that Purchaser may not transfer
any Shares unless such Shares are registered under the Securities Act or qualified under applicable state securities laws or unless, in
the opinion of counsel to the Company, exemptions from such registration and qualification requirements are available. Purchaser understands
that only the Company may file a registration statement with the SEC and that the Company is under no obligation to do so with respect
to the Shares. Purchaser has also been advised that exemptions from registration and qualification may not be available or may not permit
Purchaser to transfer all or any of the Shares in the amounts or at the times proposed by Purchaser. Purchaser further acknowledges that
this Agreement imposes additional restrictions on transfer of the Shares.


 


3.5            SEC
Rule 701. Shares that are issued pursuant to SEC Rule 701 promulgated under the Securities Act may become freely tradable
by non-affiliates (under limited conditions regarding the method of sale) ninety (90) days after the first sale of Common Stock of the
Company to the general public pursuant to a registration statement filed with and declared effective by the SEC, subject to the lengthier
market standoff agreement contained in Section 4 of this Agreement or any other agreement entered into by Purchaser. Affiliates must
comply with the provisions (other than the holding period requirements) of Rule 144 which permits certain limited sales of unregistered
securities. Rule 144 is not presently available with respect to the Shares and, in any event, requires that the Shares be held for
a minimum of six (6) months, and in certain cases one (1) year, after they have been purchased and paid for (within the
meaning of Rule 144). Purchaser understands that use of a promissory note as payment for the Shares may not be deemed to be “full
payment of the purchase price” within the meaning of Rule 144 unless certain conditions are met and that, accordingly, the
Rule 144 holding period of such Shares may not begin to run until such Shares are fully paid for within the meaning of Rule 144.
Purchaser understands that Rule 144 may indefinitely restrict transfer of the Shares so long as Purchaser remains an “affiliate”
of the Company or if “current public information” about the Company (as defined in Rule 144) is not publicly available.


 






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3.6            Access
to Information. Purchaser has had access to all information regarding the Company and its present and prospective business, assets,
liabilities and financial condition that Purchaser reasonably considers important in making the decision to purchase the Shares, and Purchaser
has had ample opportunity to ask questions of the Company’s representatives concerning such matters and this investment.


 


3.7            Understanding
of Risks. Purchaser is fully aware of: (a) the highly speculative nature of the investment in the Shares; (b) the financial
hazards involved; (c) the lack of liquidity of the Shares and the restrictions on transferability of the Shares (e.g., that
Purchaser may not be able to sell or dispose of the Shares or use them as collateral for loans); (d) the qualifications and backgrounds
of the management of the Company; and (e) the tax consequences of investment in, and disposition of, the Shares.


 


3.8            Purchase
for Own Account for Investment. Purchaser is purchasing the Shares for Purchaser’s own account for investment purposes only
and not with a view to, or for sale in connection with, a distribution of the Shares within the meaning of the Securities Act. Purchaser
has no present intention of selling or otherwise disposing of all or any portion of the Shares and no one other than Purchaser has any
beneficial ownership of any of the Shares.


 


3.9            No
General Solicitation. At no time was Purchaser presented with or solicited by any publicly issued or circulated newspaper, mail,
radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of the Shares.


 


3.10            SEC
Rule 144. Purchaser has been advised that SEC Rule 144 promulgated under the Securities Act, which permits certain limited
sales of unregistered securities, is not presently available with respect to the Shares and, in any event, requires that the Shares be
held for a minimum of six (6) months, and in certain cases one (1) year, after they have been purchased and paid for
(within the meaning of Rule 144), subject to the lengthier market standoff agreement contained in Section 4 of this Agreement
or any other agreement entered into by Purchaser. Purchaser understands that Rule 144 may indefinitely restrict transfer of the Shares
so long as Purchaser remains an “affiliate” of the Company or if “current public information” about the Company
(as defined in Rule 144) is not publicly available.


 


4.            MARKET
STANDOFF AGREEMENT. Subject to the provisions of this Section, Purchaser agrees in connection with any registration of the Company’s
securities under the Securities Act or other registered public offering that, upon the request of the Company or the underwriters managing
any registered public offering of the Company’s securities, Purchaser will not sell or otherwise dispose of any Shares without the
prior written consent of the Company or such managing underwriters, as the case may be, for a period of time (not to exceed one hundred
eighty (180) days) after the effective date of such registration requested by such managing underwriters and subject to all restrictions
as the Company or the managing underwriters may specify for employee-stockholders generally. The restricted period shall in any event
terminate two (2) years after the closing date of the Company’s initial public offering. For purposes of this Section 4,
the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates.
In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing
the shares subject to this Section and to impose stop transfer instructions with respect to the Shares until the end of such period.
Purchaser further agrees that the underwriters of any such registered public offering shall be third party beneficiaries of this Section 4
and agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing. Notwithstanding anything in
this Section to the contrary, for the avoidance of doubt, the foregoing provisions of this Section shall not apply to any registration
of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar
transaction.


 






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5.            COMPANY’S
REPURCHASE OPTION FOR UNVESTED SHARES. The Company, or (subject to Section 5.6) its assignee, shall have the option to repurchase
all or a portion of the Purchaser’s Shares that are Unvested Shares (as defined below) on the Termination Date on the terms and
conditions set forth in this Section (the “Repurchase Option”) if Purchaser is Terminated (as defined in
the Plan) for any reason, or no reason, including without limitation, Purchaser’s death, Disability (as defined in the Plan), voluntary
resignation or termination by the Company with or without Cause.


 


5.1            Termination
and Termination Date. In case of any dispute as to whether Purchaser is Terminated, the Committee shall have discretion to determine
in good faith whether Purchaser has been Terminated and the effective date of such Termination (the “Termination Date”).


 


5.2            Vested
and Unvested Shares. Shares that are vested pursuant to the schedule set forth in this Section 5.2 are “Vested
Shares.” Shares that are not vested pursuant to such schedule are “Unvested Shares.” On the Effective
Date, [See eShares] of the Shares will be Unvested Shares. Provided Purchaser continues
to provide services to the Company or any Subsidiary or Parent of the Company at all times from the Effective Date until each
such date, the Unvested Shares will become Vested Shares according to the following schedule: [See
eShares], until the earliest to occur of (a) the date all of the Shares are Vested
Shares, (b) the Termination Date or (c) the date vesting otherwise terminates pursuant to this Agreement or the Plan. No fractional
Shares shall be issued. No Shares will become Vested Shares after the Termination Date. The number of the Shares that are Vested Shares
or Unvested Shares will be proportionally adjusted to reflect any stock split, reverse stock split or similar change in the capital structure
of the Company as set forth in Section 2.2 of the Plan occurring after the Effective Date.


 


5.3            Exercise
of Repurchase Option. At any time within ninety (90) days after the Purchaser’s Termination Date, the Company, or its assignee,
may, at its option, elect to repurchase any or all the Purchaser’s Shares that are Unvested Shares on the Termination Date by giving
Purchaser written notice of exercise of the Repurchase Option, specifying the number of Unvested Shares to be repurchased. Such Unvested
Shares shall be repurchased at the Purchase Price Per Share, proportionately adjusted for any stock split, reverse stock split or similar
change in the capital structure of the Company as set forth in Section 2.2 of the Plan occurring after the Effective Date (the “Repurchase
Price”). The Repurchase Price shall be payable, at the option of the Company or its assignee, by check or by cancellation
of all or a portion of any outstanding indebtedness owed by Purchaser to the Company and/or such assignee, or by any combination thereof.
The Repurchase Price shall be paid without interest within the term of the Repurchase Option as described in the first sentence of this
Section 5.3. The Company may, at its option, decline to exercise its Repurchase Option or may exercise its Repurchase Option only
with respect to a portion of the Unvested Shares.


 


5.4            Right
of Termination Unaffected. Nothing in this Agreement shall be construed to limit or otherwise affect in any manner whatsoever
the right or power of the Company (or any Parent or Subsidiary of the Company) to terminate Purchaser’s employment or other relationship
with Company (or the Parent or Subsidiary of the Company) at any time, for any reason or no reason, with or without Cause.


 






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5.5            Additional
or Exchanged Securities and Property. Subject to the provisions of Section  5.2 above, in the event of a merger or consolidation
of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the
declaration of an extraordinary dividend payable in a form other than stock, a spin-off, a recapitalization or a similar transaction affecting
the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of
such transaction exchanged for, or distributed or issued with respect to, any Unvested Shares shall immediately be subject to the Repurchase
Option. Appropriate adjustments shall be made to the price per share to be paid for Unvested Shares upon the exercise of the Repurchase
Option (by allocating such price among the Unvested Shares and such other securities or property), provided that the aggregate
purchase price payable for the Unvested Shares and all such other securities and property shall remain the same price that was original
payable under the Repurchase Option to repurchase such Unvested Shares. Subject to the provisions of Section 5.2 above, in the event
of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, the Repurchase Option may
be exercised by the Company’s successor.


 


5.6            Assignment
of Repurchase Right. The Company may freely assign the Company’s Repurchase Option, in whole or in part, provided that any
person who accepts an assignment of the Repurchase Option from the Company shall assume all of the Company’s rights and obligations
with respect to the Repurchase Option (to the extent so assigned) under this Agreement.


 


6.            COMPANY’S
REFUSAL RIGHT. Unvested Shares shall be subject to the restrictions on transfer and the granting of encumbrances thereon as provided
in Section 7 hereof. Before any Vested Shares (as defined in Section 5 hereof) held by Purchaser or any transferee of such Vested
Shares (either sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including,
without limitation, a transfer by gift or operation of law), the Company and/or its assignee(s) will have a right of first refusal
to purchase the Vested Shares to be sold or transferred (the “Offered Shares”) on the terms and conditions set
forth in this Section (the “Refusal Right”).


 


6.1            Notice
of Proposed Transfer. The Holder of the Offered Shares will deliver to the Company a written notice (the “Notice”)
stating: (a) the Holder’s bona fide intention to sell or otherwise transfer the Offered Shares; (b) the name and address
of each proposed purchaser or other transferee of Offered Shares (“Proposed Transferee”); (c) the number
of Offered Shares to be transferred to each Proposed Transferee; (d) the bona fide cash price or other consideration for which the
Holder proposes to transfer the Offered Shares to each Proposed Transferee (the “Offered Price”); and (e) that
the Holder acknowledges this Notice is an offer to sell the Offered Shares to the Company and/or its assignee(s) pursuant to the
Company’s Refusal Right at the Offered Price as provided for in this Agreement.


 


6.2            Exercise
of Refusal Right. At any time within thirty (30) days after the date the Notice is effective pursuant to Section 9.2, the
Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all (or, with the consent of the Holder,
less than all) the Offered Shares proposed to be transferred to any one or more of the Proposed Transferees named in the Notice, at the
purchase price, determined as provided in Section 6.3 below.


 


6.3            Purchase
Price. The purchase price for the Offered Shares purchased under this Section will be the Offered Price, provided
that if the Offered Price consists of no legal consideration (as, for example, in the case of a transfer by gift), then the purchase price
will be the fair market value of the Offered Shares as determined in good faith by the Company’s Board of Directors. If the Offered
Price includes consideration other than cash, then the value of the non-cash consideration, as determined in good faith by the Company’s
Board of Directors, will conclusively be deemed to be the cash equivalent value of such non-cash consideration.


 


6.4            Payment.
The purchase price for the Offered Shares will be paid, at the option of the Company and/or its assignee(s) (as applicable), by check
or by cancellation of all or a portion of any outstanding indebtedness owed by the Holder to the Company (or to such assignee, in the
case of a purchase of Offered Shares by such assignee) or by any combination thereof. The purchase price will be paid without interest
within sixty (60) days after the Company’s receipt of the Notice, or, at the option of the Company and/or its assignee(s), in the
manner and at the time(s) set forth in the Notice.


 






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6.5            Holder’s
Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not
purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such
Offered Shares to such Proposed Transferee at the Offered Price or at a higher price, provided that (a) such sale or
other transfer is consummated within one hundred twenty (120) days after the date the Notice is effective pursuant to Section 9.2,
(b) any such sale or other transfer is effected in compliance with all applicable securities laws, and (c) such Proposed Transferee
agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed
Transferee. If the Offered Shares described in the Notice are not transferred to such Proposed Transferee within such one hundred twenty
(120) day period, then a new Notice must be given to the Company pursuant to which the Company will again be offered the Refusal Right
before any Shares held by the Holder may be sold or otherwise transferred.


 


6.6            Exempt
Transfers. Notwithstanding the foregoing, the following transfers of Vested Shares will be exempt from the Refusal Right: (a) the
transfer of any or all of the Vested Shares during Purchaser’s lifetime by gift or on Purchaser’s death by will or intestacy
to Purchaser’s “Immediate Family” (as defined below) or to a trust for the benefit of Purchaser or Purchaser’s
Immediate Family, provided that each transferee agrees in a writing satisfactory to the Company that the provisions of this
Section will continue to apply to the transferred Vested Shares in the hands of such transferee; (b) any transfer of Vested
Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another entity or entities (except that,
subject to Section 6.7, unless the agreement of merger or consolidation expressly otherwise provides, the Refusal Right will continue
to apply thereafter to such Vested Shares, in which case the surviving entity of such merger or consolidation shall succeed to the rights
of the Company under this Section); or (c) any transfer of Vested Shares pursuant to the winding up and dissolution of the Company.
As used herein, the term “Immediate Family” will mean Purchaser’s spouse, the lineal descendant
or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of Purchaser or Purchaser’s
spouse, or the spouse of any of the above or Spousal Equivalent, as defined herein. As used herein, a person is deemed to be a “Spousal
Equivalent” provided the following circumstances are true: (i) irrespective of whether or not the Purchaser
and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (ii) they
intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally
competent to consent to contract, (v) they are not related by blood to a degree of closeness that which would prohibit legal marriage
in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial
obligations, and (vii) they reside together in the same residence for the last twelve (12) months and intend to do so indefinitely.


 


6.7            Termination
of Refusal Right. The Refusal Right will terminate as to all Shares: (a) on the effective date of the first sale of Common
Stock of the Company to the public pursuant to a registration statement filed with and declared effective by the SEC under the Securities
Act or, if expressly approved by the Board as terminating the Refusal Right, under the laws of any other country having substantially
the same effect (other than a registration statement relating solely to the issuance of Common Stock pursuant to a business combination
or an employee incentive or benefit plan) or (b) on any transfer or conversion of Shares made pursuant to a statutory merger or statutory
consolidation of the Company with or into another entity or entities if the common stock of the surviving entity or any direct or indirect
parent entity thereof is registered under the Securities Exchange Act of 1934, as amended.


 






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7.            ADDITIONAL
RESTRICTIONS UPON SHARE OWNERSHIP OR TRANSFER.


 


7.1            Rights
as a Stockholder. Subject to the terms and conditions of this Agreement, Purchaser will have all of the rights of a Stockholder
of the Company with respect to the Shares from and after the date that Shares are issued to Purchaser until such time as Purchaser disposes
of the Shares or the Company and/or its assignee(s) exercise(s) the Refusal Right or the Repurchase Option. Upon an exercise
of the Refusal Right or the Repurchase Option, Purchaser will have no further rights as a holder of the Shares so purchased upon such
exercise, other than the right to receive payment for the Shares so purchased in accordance with the provisions of this Agreement, and
Purchaser will promptly surrender to the Company or other designee the stock certificate(s) evidencing the Shares so purchased for
transfer or cancellation.


 


7.2            Escrow.
As security for Purchaser’s faithful performance of this Agreement, Purchaser agrees, that immediately upon issuance of the stock
certificate(s) evidencing the Shares, to the Secretary of the Company or other designee (the “Escrow Holder”),
is hereby appointed to hold such certificate(s) in escrow and to take all such actions and to effectuate all such transfers and/or
releases of such Shares as are in accordance with the terms of this Agreement. Purchaser and the Company agree that Escrow Holder will
not be liable to any party to this Agreement (or to any other person or entity) for any actions or omissions unless Escrow Holder is grossly
negligent or intentionally fraudulent in carrying out the duties of Escrow Holder under this Agreement. Escrow Holder may rely upon any
letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any
order of any court with respect to the transactions contemplated by this Agreement. The Shares will be released from escrow upon termination
of both the Refusal Right and the Repurchase Option.


 


7.3            Encumbrances
on Shares. Without the Company’s prior written consent given with the approval of the Company’s Board of Directors,
Purchaser may not grant a lien or security interest in, or pledge, hypothecate or encumber, any Unvested Shares.


 


7.4            Restrictions
on Transfers. Unvested Shares may not be sold or otherwise transferred by Purchaser without the Company’s prior written
consent. Purchaser hereby agrees that Purchaser shall make no disposition of the Shares (other than as permitted by this Agreement) unless
and until:


 


(a)            Purchaser
shall have notified the Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed
disposition;


 


(b)            Purchaser
shall have complied with all requirements of this Agreement applicable to the disposition of the Shares, including but not limited to
the Refusal Right, the Market Standoff and the Repurchase Option; and


 


(c)            Purchaser
shall have provided the Company with written assurances, in form and substance satisfactory to counsel for the Company, that (i) the
proposed disposition does not require registration of the Shares under the Securities Act or under any state securities laws, and (ii) all
appropriate actions necessary for compliance with the registration and qualification requirements of the Securities Act and any state
securities laws, or of any exemption from registration or qualification, available thereunder (including Rule 144) have been taken.


 


Each person (other than the Company) to whom the
Shares are transferred by means of one of the permitted transfers specified in this Agreement must, as a condition precedent to the validity
of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred
Shares are subject to the Company’s Refusal Right or the Repurchase Option granted hereunder and the market stand-off provisions
of Section 4 hereof, to the same extent such Shares would be so subject if retained by the Purchaser.


 






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7.5            Restrictive
Legends and Stop-transfer Orders. Purchaser understands and agrees that the Company will place the legends set forth below or
similar legends on any stock certificate(s) evidencing the Shares, together with any other legends that may be required by applicable
laws, the Company’s Certificate of Incorporation or Bylaws, any other agreement between Purchaser and the Company or any agreement
between Purchaser and any third party:


 


THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS
OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS
SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER
OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY
PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, INCLUDING THE RIGHT OF FIRST REFUSAL AND THE REPURCHASE OPTION
HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S), AND A MARKET STANDOFF AGREEMENT, AS SET FORTH IN A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN
THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC
SALE AND TRANSFER RESTRICTIONS INCLUDING THE RIGHT OF FIRST REFUSAL, THE REPURCHASE OPTION AND THE MARKET STANDOFF ARE BINDING ON TRANSFEREES
OF THESE SHARES.


 


Purchaser also agrees that, to ensure compliance
with the restrictions imposed by this Agreement, the Company may issue appropriate “stop-transfer” instructions to its transfer
agent, if any, and if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.
The Company will not be required (a) to transfer on its books any Shares that have been sold or otherwise transferred in violation
of any of the provisions of this Agreement or (b) to treat as owner of such Shares, or to accord the right to vote or pay dividends
to any purchaser or other transferee to whom such Shares have been so transferred.


 


8.            TAX CONSEQUENCES.
PURCHASER UNDERSTANDS THAT PURCHASER MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PURCHASER’S PURCHASE OR DISPOSITION
OF THE SHARES. PURCHASER REPRESENTS (a) THAT PURCHASER HAS CONSULTED WITH ANY TAX ADVISER THAT PURCHASER DEEMS ADVISABLE IN CONNECTION
WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND (b) THAT PURCHASER IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE. Purchaser
hereby acknowledges that Purchaser has been informed that, with respect to Unvested Shares, unless an election is filed by Purchaser with
the Internal Revenue Service (and, if necessary, the proper state taxing authorities) within 30 days after the purchase
of the Shares electing, pursuant to Section 83(b) of the Internal Revenue Code (and similar state tax provisions, if applicable),
to be taxed currently on any difference between the Purchase Price of the Unvested Shares and their Fair Market Value on the date of purchase,
there will be a recognition of taxable income to Purchaser, measured by the excess, if any, of the Fair Market Value of the Unvested Shares,
at the time they cease to be Unvested Shares, over the Purchase Price for such Shares. Purchaser represents that Purchaser has consulted
any tax advisers Purchaser deems advisable in connection with Purchaser’s purchase of the Shares and the filing of the election
under Section 83(b) and similar tax provisions. A form of Election under Section 83(b) is attached hereto as Exhibit 2
for reference. BY PROVIDING THE FORM OF ELECTION, NEITHER THE COMPANY NOR ITS LEGAL COUNSEL IS THEREBY UNDERTAKING TO FILE THE
ELECTION FOR PURCHASER, WHICH OBLIGATION TO FILE SHALL REMAIN SOLELY WITH PURCHASER.


 






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9.            GENERAL
PROVISIONS.


 


9.1            Successors
and Assigns. The Company may assign any of its rights under this Agreement, including its rights to purchase Shares under the
Refusal Right or the Repurchase Option. Neither Purchaser, nor any of Purchaser’s successors and assigns, may assign, whether voluntarily
or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company.
This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions
on transfer herein set forth, this Agreement will be binding upon Purchaser and Purchaser’s heirs, executors, administrators, legal
representatives, successors and assigns.


 


9.2            Notices.
Any and all notices required or permitted to be given to a party pursuant to the provisions of this Agreement will be in writing and will
be effective and deemed to provide such party sufficient notice under this Agreement on the earliest of the following: (i) at the
time of personal delivery, if delivery is in person; (ii) at the time an electronic confirmation of receipt is received, if delivery
is by email; (iii) at the time of transmission by facsimile, addressed to the other party at its facsimile number specified herein
(or hereafter modified by subsequent notice to the parties hereto), with confirmation of receipt made by both telephone and printed confirmation
sheet verifying successful transmission of the facsimile; (iv) one (1) business day after deposit with an express overnight
courier for United States deliveries, or two (2) business days after such deposit for deliveries outside of the United States, with
proof of delivery from the courier requested; or (v) three (3) business days after deposit in the United States mail by certified
mail (return receipt requested) for United States deliveries. Any notice for delivery outside the United States will be sent by email,
facsimile or by express courier. Any notice not delivered personally or by email will be sent with postage and/or other charges prepaid
and properly addressed to Purchaser at the last known address or facsimile number on the books of the Company, or at such other address
or facsimile number as such other party may designate by one of the indicated means of notice herein to the other parties hereto or, in
the case of the Company, to it at its principal place of business. Notices to the Company will be marked “Attention: Chief Financial
Officer.” Notices by facsimile shall be machine verified as received.


 


9.3            Further
Assurances. The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably
necessary to carry out the purposes and intent of this Agreement.


 


9.4            Entire
Agreement. The Plan is incorporated herein by reference. The Plan and this Agreement, together with all Exhibits hereto, constitute
the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings
and agreements, between the parties hereto with respect to the specific subject matter hereof.


 






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9.5            Severability.
If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable
in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause
or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be
enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in
this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any
party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding,
then both parties agree to substitute such provision(s) through good faith negotiations.


 


9.6            Execution.
This Agreement may be entered into in two or more counterparts, each of which shall be deemed an original and all of which shall constitute
one and the same agreement. This Agreement may be executed and delivered by facsimile and, upon such delivery, the facsimile signature
will be deemed to have the same effect as if the original signature had been delivered to the other party.


 


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IN WITNESS WHEREOF,
the Company has caused this Restricted Stock Purchase Agreement to be executed by its duly authorized representative, and Purchaser has
executed this Restricted Stock Purchase Agreement, as of the date first set forth above.


 


	GIDDY INC.	 	PURCHASER
	 	 	 
	By:	 	 	  
	 	Jared Yaman, Secretary	 	«Name»
	 	 	 
	Address:	 	 	Address:	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 
	Fax No.:	 (____) __________________	 	Fax No.:	(____) __________________



 


Exhibit


 


		Exhibit 1:	Form of Election Pursuant to Section 83(b)



 









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EXHIBIT 1


 


FORM OF SECTION 83(B) ELECTION


 









    


     


    

 


ELECTION
UNDER SECTION 83(b) OF THE

INTERNAL REVENUE CODE


 


The undersigned Taxpayer hereby elects, pursuant
to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in gross income for the Taxpayer’s current
taxable year the excess, if any, of the fair market value of the property described below at the time of transfer over the amount paid
for such property, as compensation for services.


 


		1.	TAXPAYER’S NAME:	 



 


		TAXPAYER’S ADDRESS:	 



 


		SOCIAL SECURITY NUMBER:	 



 


		TAXABLE YEAR:	Calendar Year _____



 


		2.	The property with respect to which the election is made is described as follows: «Shares»
shares of Common Stock, par value $0.00001 per share, of Giddy Inc., a Delaware corporation (the “Company”),
which is Taxpayer’s employer or the corporation for whom the Taxpayer performs services.



 


		3.	The date on which the shares were transferred was __________________.



 


		4.	The shares are subject to the following restrictions: The Company may repurchase all or a portion of the
shares at the Taxpayer’s original purchase price under certain conditions at the time of Taxpayer’s termination of employment
or services.



 


		5.	The fair market value of the shares at the time of transfer (without regard to restrictions other than
a nonlapse restriction as defined in § 1.83-3(h) of the Income Tax Regulations) was $____ per share x ________ shares
= $__________.



 


		6.	The amount paid for such
                                            shares was $  per share x                 shares
                                            =                 .



 


		7.	The amount to include in the Taxpayer’s gross income for the Taxpayer’s current taxable year
is $_________.



 


THIS ELECTION MUST BE FILED WITH THE INTERNAL
REVENUE SERVICE (“IRS”), AT THE OFFICE WHERE THE TAXPAYER FILES ANNUAL INCOME TAX RETURNS, WITHIN 30 DAYS AFTER
THE DATE OF TRANSFER OF THE PROPERTY, AND MUST ALSO BE FILED WITH THE TAXPAYER’S INCOME TAX RETURNS FOR THE CALENDAR YEAR. A COPY
OF THE ELECTION HAS ALSO BEEN FURNISHED TO THE COMPANY. THE ELECTION CANNOT BE REVOKED WITHOUT THE CONSENT OF THE IRS.


 


	Dated:	
 

	
 


	 	 	Taxpayer’s Signature