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Founder Stock Purchase Agreement
"I need a Founder Stock Purchase Agreement for my Canadian technology startup, where three co-founders will each purchase 100,000 common shares with a 4-year vesting schedule starting March 1, 2025, including typical non-compete and IP assignment provisions."
1. Parties: Identification of the company and the founding purchaser(s)
2. Background: Context of the agreement, including company incorporation details and purpose of the share purchase
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale of Shares: Details of shares being purchased, including class, number, and price per share
5. Payment Terms: Method, timing, and conditions of payment for the shares
6. Closing: Conditions precedent, closing mechanics, and deliverables
7. Representations and Warranties of the Company: Company's confirmations regarding its authority, share status, and corporate matters
8. Representations and Warranties of the Founder: Founder's confirmations regarding capacity, understanding, and compliance
9. Founder Covenants: Ongoing obligations of the founder, including confidentiality and non-competition
10. Share Restrictions: Limitations on transfer, right of first refusal, and other share-related restrictions
11. General Provisions: Standard legal provisions including notices, amendments, governing law, etc.
1. Vesting Provisions: Include when shares are subject to vesting schedule
2. Drag-Along Rights: Include for potential future sale scenarios
3. Tag-Along Rights: Include to protect minority shareholders in sale scenarios
4. Board Matters: Include when founder is getting board representation rights
5. Intellectual Property Assignment: Include when IP assignment hasn't been covered in separate agreements
6. Tax Elections: Include specific provisions for tax treatment of shares
7. Founder Services: Include when agreement includes terms of founder's service to company
8. Special Rights: Include for any special voting or preferential rights attached to founder shares
1. Schedule A - Share Certificate: Form of share certificate to be issued
2. Schedule B - Consent of Spouse: Spouse's acknowledgment and consent to share restrictions (if applicable)
3. Schedule C - Vesting Schedule: Detailed vesting terms and schedule if applicable
4. Schedule D - Shareholders' Rights and Restrictions: Detailed terms of shareholder rights and restrictions
5. Schedule E - Board Resolutions: Copy of board resolutions approving share issuance
6. Schedule F - Subscription Form: Form for share subscription details
7. Schedule G - Accredited Investor Certificate: Confirmation of founder's investor status if required
8. Schedule H - IP Assignment Details: Specific IP being assigned if included in agreement
Authors
Technology
Biotechnology
Financial Services
Manufacturing
E-commerce
Healthcare
Professional Services
Media and Entertainment
Clean Technology
Consumer Products
Software Development
Real Estate
Education Technology
Artificial Intelligence
Retail
Legal
Executive
Corporate Governance
Finance
Compliance
Administrative
Board of Directors
Corporate Affairs
Business Operations
Chief Executive Officer
Founder
Co-Founder
Chief Financial Officer
Corporate Lawyer
General Counsel
Corporate Secretary
Chief Legal Officer
Board Member
Director
Chief Operating Officer
VP of Operations
Company Secretary
Head of Legal
Compliance Officer
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