A.P. PHARMA, INC
2007 EQUITY INCENTIVE PLAN
RESTRICTED STOCK PURCHASE AGREEMENT
THIS RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”), dated , is entered into between A.P.
Pharma, Inc., a Delaware corporation (the “Company”) and (the “Purchaser”). Unless otherwise defined herein, the terms
of this Agreement will have the same meaning as defined in the A.P. Pharma, Inc. 2007 Equity Incentive Plan (the “Plan”). The
Agreement is entered into as follows:
WHEREAS, the consultant services of Purchaser is considered by the Company to be important for the Company’s
continued growth; and
WHEREAS, in order to induce Purchaser to remain with the Company and to assure his continued commitment to the
success of the Company, the Board of Directors of the Company (the “Board”) has determined that Purchaser shall be granted
the right to purchase (“Stock Purchase Award”) covering shares of the Company’s common stock (the “Shares”), under the
Plan and subject to the restrictions stated below.
THEREFORE, the parties agree as follows:
1. Sale of Stock . Subject to the terms and conditions of this Agreement and the Plan, which is incorporated herein by reference,
the Company will issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, [number = $25K / FMV on
DOG] Shares of the Company’s Common Stock at a purchase price of $ [FMV on DOG] per Share and a total purchase price of
$25,000. The term Shares refers to purchased Shares and all securities received in replacement of or 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 properties to which Purchaser is
entitled by reason of Purchaser’s ownership of the Shares.
2. Vesting Schedule . So long as Purchaser’s service relationship with the Company continues during the following vesting