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Founder Stock Purchase Agreement
"I need a Founder Stock Purchase Agreement for my Pakistan-based technology startup, where I'll purchase 1 million ordinary shares (60% ownership) with a 4-year vesting schedule starting March 2025."
1. Parties: Identification of the Company and the Founder(s) purchasing shares, including their complete legal names and addresses
2. Background: Context of the agreement, including the company's formation and the founder's role
3. Definitions: Key terms used throughout the agreement defined for clarity and legal certainty
4. Purchase and Sale of Shares: Details of the share purchase transaction, including number of shares, price per share, and payment terms
5. Closing and Delivery: Timing and mechanics of the share transfer, including conditions precedent and required documentation
6. Representations and Warranties of the Company: Company's statements regarding its legal status, authority, and share issuance validity
7. Representations and Warranties of the Founder: Founder's statements regarding capacity, understanding, and investment intent
8. Transfer Restrictions: Limitations on the founder's ability to transfer shares, including lock-up period and right of first refusal
9. Founder Obligations: Specific commitments of the founder, including service commitments and non-compete provisions
10. Confidentiality: Obligations regarding confidential information and trade secrets
11. Termination: Circumstances under which the agreement can be terminated and consequences
12. General Provisions: Standard legal provisions including governing law, notices, amendments, and dispute resolution
1. Vesting Provisions: Used when shares are subject to vesting schedule, specifying timing and conditions
2. Tag-Along Rights: Include when founders want the right to join in sale of shares by other shareholders
3. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a sale
4. Intellectual Property Assignment: Include when founder needs to assign pre-existing IP to the company
5. Board Representation: Include when founder is to have board representation rights
6. Death and Disability Provisions: Include specific provisions for share treatment in case of founder's death or disability
7. Special Tax Provisions: Include when specific tax treatment or structure is needed for the share purchase
1. Schedule A - Share Details: Detailed breakdown of shares being purchased, including class, number, and price
2. Schedule B - Capitalization Table: Complete breakdown of company's share capital structure pre and post-transaction
3. Schedule C - Disclosure Schedule: Company's disclosures against representations and warranties
4. Schedule D - Vesting Schedule: If applicable, detailed vesting terms and schedule
5. Schedule E - Form of Share Certificate: Template of the share certificate to be issued
6. Appendix 1 - Board Resolution: Copy of board resolution approving the share issuance
7. Appendix 2 - Regulatory Approvals: Copies of any required regulatory approvals or filings
8. Appendix 3 - Shareholders' Agreement: Reference to or copy of existing shareholders' agreement if applicable
Authors
Technology
E-commerce
Financial Services
Healthcare
Manufacturing
Professional Services
Education Technology
Retail
Telecommunications
Real Estate
Agriculture Technology
Media and Entertainment
Logistics and Transportation
Clean Energy
Biotechnology
Legal
Executive Leadership
Finance
Corporate Governance
Compliance
Board of Directors
Company Secretariat
Corporate Affairs
Risk Management
Chief Executive Officer
Company Founder
Co-Founder
Chief Financial Officer
General Counsel
Corporate Secretary
Head of Legal
Chief Operating Officer
Board Member
Director of Finance
Corporate Lawyer
Investment Manager
Compliance Officer
Legal Counsel
Company Director
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