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Founders Stock Purchase Agreement
"I need a Founders Stock Purchase Agreement for our Swiss technology startup with three co-founders, each purchasing 33.33% of shares with a 4-year vesting schedule starting March 1, 2025, and a one-year cliff period."
1. Parties: Identification of the company and the founding purchaser(s)
2. Background: Context of the agreement, including company formation details and purpose of the stock purchase
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale of Shares: Details of shares being purchased, including number, class, and nominal value
5. Purchase Price: Specification of purchase price per share and total consideration
6. Closing: Timing and mechanics of the share purchase transaction
7. Representations and Warranties of the Company: Company's confirmations regarding its authority, share status, and corporate matters
8. Representations and Warranties of the Purchaser: Founder's confirmations regarding capacity, understanding, and compliance
9. Share Transfer Restrictions: Limitations on transfer of shares (Vinkulierung) and right of first refusal provisions
10. Vesting Provisions: Schedule and terms of share vesting, including any cliff period
11. Founder Commitments: Obligations of the founder including time commitment and non-competition
12. Termination: Circumstances under which the agreement can be terminated and consequences
13. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction
1. Intellectual Property Assignment: Required when founders need to explicitly transfer pre-existing IP to the company
2. Tag-Along Rights: Include when founders want the right to join in sales by other shareholders
3. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a sale
4. Board Representation: Include when specific board representation rights are granted to founding shareholders
5. Reverse Vesting Provisions: Include when the company wants the right to repurchase shares if a founder leaves
6. Non-Disclosure Provisions: Include when confidentiality is not covered in a separate agreement
7. Special Shareholder Rights: Include when founders are granted specific voting or dividend rights
8. Registration Rights: Include when contemplating future public offering or listing
1. Schedule A - Share Details: Detailed information about the shares being purchased, including share numbers and certificate details
2. Schedule B - Vesting Schedule: Detailed timetable and terms of the vesting arrangement
3. Schedule C - Capitalization Table: Complete breakdown of company shareholding pre- and post-purchase
4. Schedule D - Company Information: Key company details including registration number, registered office, and board members
5. Appendix 1 - Form of Share Certificate: Template of the share certificate to be issued
6. Appendix 2 - Articles of Association: Current version of the company's articles of association
7. Appendix 3 - Board Resolution: Copy of board resolution approving the share issuance
8. Appendix 4 - Shareholders' Agreement: If applicable, reference copy of the shareholders' agreement
Authors
Technology
Financial Services
Healthcare
Biotechnology
Manufacturing
Professional Services
E-commerce
Software Development
Consumer Goods
Clean Technology
Life Sciences
Digital Media
Telecommunications
Real Estate
Education Technology
Legal
Corporate Secretariat
Executive Leadership
Finance
Corporate Governance
Compliance
Board of Directors
Corporate Development
Investment Relations
Chief Executive Officer
Company Founder
Chief Financial Officer
General Counsel
Corporate Secretary
Legal Counsel
Managing Director
Board Member
Chief Legal Officer
Corporate Attorney
Investment Manager
Startup Founder
Company Director
Legal Director
Corporate Governance Officer
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