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Founder Stock Restriction Agreement
I need a Founder Stock Restriction Agreement for my UAE-based technology startup with three co-founders, implementing a 4-year vesting schedule with a one-year cliff, and including specific provisions for remote working arrangements.
1. Parties: Identification of the company, founders, and any other relevant parties to the agreement
2. Background: Context of the agreement, including company formation details and purpose of the restrictions
3. Definitions: Key terms used throughout the agreement, including technical and legal definitions
4. Stock Subject to Restrictions: Details of restricted shares, including number, class, and initial ownership
5. Vesting Schedule: Specific timeline and conditions for the vesting of restricted shares
6. Transfer Restrictions: Limitations on the transfer of shares, including right of first refusal and co-sale rights
7. Repurchase Rights: Company's rights to repurchase unvested or restricted shares under specific conditions
8. Termination Provisions: Effects of employment termination on share ownership and vesting
9. Founder Representations and Warranties: Founders' confirmations regarding share ownership and compliance
10. Company Representations and Warranties: Company's confirmations regarding authorization and share issuance
11. Confidentiality: Provisions regarding the confidential treatment of company information
12. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and applicable law
13. General Provisions: Standard contractual terms including notices, amendments, and severability
1. Tag-Along Rights: Optional provisions giving founders the right to join in sale of shares by other shareholders
2. Drag-Along Rights: Optional provisions allowing majority shareholders to force minority shareholders to join in sale
3. IPO Provisions: Special provisions applicable in case of future public offering
4. Special Voting Rights: Additional voting rights or restrictions for founder shares
5. Lock-up Period: Additional time-based restrictions on share transfers
6. Family Transfer Provisions: Special provisions for transfer of shares to family members
7. Death and Disability Provisions: Special handling of shares in case of founder's death or disability
8. Anti-dilution Protection: Provisions protecting founders from equity dilution in future funding rounds
1. Schedule A - Share Details: Detailed information about restricted shares including certificate numbers and issuance dates
2. Schedule B - Vesting Schedule: Detailed timeline and milestones for share vesting
3. Schedule C - Permitted Transfers: List of pre-approved transfer scenarios and recipients
4. Schedule D - Fair Market Value Calculation: Methodology for calculating share value for repurchase purposes
5. Appendix 1 - Share Certificates: Copies of relevant share certificates
6. Appendix 2 - Board Resolutions: Copies of board resolutions approving the restrictions
7. Appendix 3 - Spousal Consent: Consent forms from spouses of founders (if required)
8. Appendix 4 - Notice Forms: Template forms for various notices required under the agreement
Authors
Board of Directors
Business Day
Company
Companies Law
Competitor
Confidential Information
Effective Date
Fair Market Value
Founder
Good Leaver
Intellectual Property Rights
Lien
Lock-up Period
Material Breach
Purchase Price
Restricted Shares
Securities Law
Share Certificate
Shareholders
Termination Date
Transfer
UAE
Unvested Shares
Vested Shares
Vesting Commencement Date
Vesting Period
Vesting Schedule
Cause
Change of Control
Disability
Employment Agreement
Encumbrance
Exit Event
Immediate Family Member
Initial Public Offering
Notice
Permitted Transfer
Related Party
Repurchase Notice
Repurchase Right
Right of First Refusal
Share Capital
Subscription Agreement
Tag-Along Right
Drag-Along Right
Vesting Conditions
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Repurchase Rights
Employment Conditions
Termination Provisions
Death and Disability
Confidentiality
Non-Competition
Share Valuation
Voting Rights
Board Representation
Information Rights
Exit Provisions
IPO Provisions
Dispute Resolution
Governing Law
Assignment
Amendment
Notices
Severability
Entire Agreement
Representations and Warranties
Tax Matters
Further Assurance
Costs and Expenses
Force Majeure
Technology
E-commerce
Financial Services
Healthcare
Education Technology
Renewable Energy
Professional Services
Real Estate
Manufacturing
Retail
Telecommunications
Media and Entertainment
Biotechnology
Artificial Intelligence
Blockchain
Legal
Corporate Governance
Executive Leadership
Board of Directors
Human Resources
Finance
Compliance
Corporate Affairs
Investment Relations
Chief Executive Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Chief Financial Officer
Founder
Co-Founder
Legal Director
Corporate Governance Officer
Board Member
Managing Director
Compliance Officer
Legal Counsel
Corporate Lawyer
Investment Manager
Chief Operating Officer
Head of Human Resources
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