SCOLR PHARMA, INC.
RESTRICTED STOCK PURCHASE AGREEMENT
SCOLR Pharma, Inc. has granted to the Participant named in the Notice of Grant of Stock Purchase
Right (the “ Notice ” ) to which this Restricted Stock Purchase Agreement (the “ Agreement ” ) is attached a
Purchase Right consisting of a right to purchase certain shares of Common Stock upon the terms and conditions
set forth in the Notice and this Agreement. The Purchase Right has been granted pursuant to and shall in all
respects be subject to the terms and conditions of the SCOLR Pharma, Inc. 2004 Equity Incentive Plan (the “
Plan ” ), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By
signing the Notice, the Participant : (a) represents that the Participant has received copies of, and has read and is
familiar with the terms and conditions of the Notice, the Plan and this Agreement, (b) accepts the Purchase Right
subject to all of the terms and conditions of the Notice, the Plan and this Agreement, and (c) agrees to accept as
binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the
Notice, the Plan or this Agreement.
DEFINITIONS AND CONSTRUCTION .
Definitions . Unless otherwise defined herein, capitalized terms shall have
the meanings assigned to such terms in the Notice or the Plan.
Construction . Captions and titles contained herein are for convenience
only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise
indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the
term “or” is not intended to be exclusive, unless the context clearly requires otherwise.
EXERCISE OF PURCHASE RIGHT .
Exercise of Purchase Right. Provided that t