ALLBIRDS, INC. AMENDMENT NO. 2 TO COMMON STOCK PURCHASE AGREEMENT
Exhibit 99.4
AMENDMENT NO. 2 TO COMMON STOCK PURCHASE AGREEMENT
This Amendment No. 2 to Common Stock Purchase Agreement (the “Amendment”) is made effective as of July 19, 2016 (the “Effective Date”), by and between Allbirds, Inc., a Delaware corporation, and ________________ (“Purchaser”), and amends that certain Restricted Stock Purchase Agreement, by and between the Company and Purchaser, dated as of May 27, 2015, as amended on August 3, 2015 (the “Agreement”). Unless otherwise defined herein, the capitalized terms herein shall have the same meanings given to them in the Agreement.
RECITALS
A. The Company and Purchaser are parties to the Agreement, pursuant to which Purchaser purchased _____________ shares of Common Stock of the Company (the “Stock”).
B. The Company and Purchaser wish to amend certain provisions of the Agreement as set forth herein.
AGREEMENT
The parties hereto agree as follows:
1. Amendment of Vesting Schedule. The section of the Agreement labeled “Vesting Schedule:” is hereby amended and restated in its entirety to read as follows:
“_____________ shares of the Stock (the “Unvested Shares”) are subject to the Repurchase Option as of July 19, 2016 (the “Vesting Commencement Date”). 1/36th of the Unvested Shares shall be released from the Repurchase Option on a monthly basis measured from the Vesting Commencement Date, until all of the Unvested Shares are released from the Repurchase Option (provided in each case that Purchaser remains a Service Provider as of the date of such release).”
2. Amendment of Acceleration Provisions. The section of the Agreement labeled “Acceleration Provisions:” is hereby amended and restated in its entirety to read as follows:
“In the event of a Change in Control, the Repurchase Option shall lapse with respect to an additional 25% of the Unvested Shares and such Unvested Shares shall immediately become fully vested, provided that Purchaser remains a Service Provider as of immediately prior to the time of the consummation of such Change in Control.
If at any time in the 12 months following a Change in Control, (i) Purchaser’s services in all capacities as a Service Provider are involuntarily terminated without Cause, or (ii) Purchaser resigns Purchaser’s service in all capacities as a Service Provider for Good Reason, and in either case other than as a result of death or disability, and provided such termination constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h), the Repurchase Option shall lapse as to 100% of the Unvested Shares and such Unvested Shares shall immediately become fully vested.”
3. Full Force and Effect. All other provisions of the Agreement, as amended by this Amendment, shall remain in full force and effect.
4. Governing Law. This Amendment shall be governed by and construed under the laws of the state of Delaware.
5. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.
[Signature Page Follows]
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The parties hereto have executed this Amendment as of the Effective Date.
COMPANY: | ||||||||
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PURCHASER: | ||||||||
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SIGNATURE PAGE TO AMENDMENT NO. 2 TO
