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The Founders Stock Purchase Agreement is a critical document used during company formation or early stages in Pakistan, establishing the legal framework for founders' equity ownership. This agreement is essential when incorporating a new company or formalizing existing founder relationships, typically used alongside company registration with the Securities and Exchange Commission of Pakistan (SECP). It details the terms under which founders acquire their initial shares, including purchase price, payment terms, and any conditions attached to ownership. The document must comply with Pakistani corporate law, particularly the Companies Act 2017, and includes provisions for share transfer restrictions, vesting schedules, and founder obligations. It serves as a foundation for corporate governance and helps prevent future disputes by clearly documenting the founders' rights, responsibilities, and ownership structure.

1. Parties: Identification of the Company and the Founding Purchasers, including their legal names, addresses, and registration details where applicable

2. Background: Context of the agreement, including company formation and purpose of the stock purchase

3. Definitions: Key terms used throughout the agreement, including specific Pakistani legal terminology

4. Agreement to Purchase and Sell: Core terms of the stock purchase, including number of shares, price per share, and payment terms

5. Closing and Delivery: Details of when and how the share transfer will be completed, including required regulatory filings

6. Representations and Warranties of the Company: Company's confirmations regarding its authority, share status, and compliance with laws

7. Representations and Warranties of the Purchaser: Founder's confirmations regarding their capacity to purchase and compliance with laws

8. Restrictions on Transfer: Limitations on the founder's ability to transfer shares, including right of first refusal and lock-in period

9. Founders' Rights and Obligations: Specific rights and duties of founders as shareholders and their role in company management

10. Compliance with Securities Laws: Provisions ensuring compliance with Pakistani securities regulations

11. Confidentiality: Protection of company and transaction confidential information

12. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and relevant jurisdiction

13. Miscellaneous: Standard provisions including notices, amendments, and severability