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Founders Restricted Stock Purchase Agreement
"I need a Founders Restricted Stock Purchase Agreement for my UK-based fintech startup that includes a 4-year vesting schedule with a 1-year cliff, covering 1 million shares being issued to three co-founders starting from January 2025."
1. Parties: Identifies the company and founding shareholders
2. Background: Context of the agreement and share issuance
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale of Shares: Details of shares being purchased, including quantity and price
5. Vesting Provisions: Schedule and conditions for share vesting
6. Transfer Restrictions: Limitations on share transfers
7. Company's Repurchase Rights: Conditions under which company can repurchase shares
1. Tax Elections: Section 431 elections under Income Tax Act for UK tax resident founders
2. Drag-Along Rights: Forced sale provisions for potential future sale scenarios
3. Tag-Along Rights: Provisions protecting minority shareholders' right to join in sale of shares
1. Share Certificate: Form of share certificate to be issued
2. Section 431 Election Form: HMRC form for tax election on restricted securities
3. Vesting Schedule: Detailed timeline of share vesting
4. Shareholders' Rights: Detailed description of rights attached to shares
Authors
Articles of Association
Board
Business Day
Company
Completion
Completion Date
Confidential Information
Directors
Encumbrance
Fair Market Value
Founder(s)
Good Leaver
Bad Leaver
HMRC
Intellectual Property Rights
Law
Lien
Purchase Price
Repurchase Notice
Repurchase Price
Restricted Shares
Securities
Share Certificate
Shareholders
Shareholders' Agreement
Shares
Subscription Price
Tax
Transfer
Unvested Shares
Vested Shares
Vesting Commencement Date
Vesting Period
Vesting Schedule
Purchase Price and Payment
Completion
Vesting
Transfer Restrictions
Company Repurchase Rights
Representations and Warranties
Tax Matters
Restrictive Covenants
Confidentiality
Intellectual Property Rights
Information Rights
Tag-Along Rights
Drag-Along Rights
Pre-emption Rights
Board Participation
Founder Commitments
Termination
Assignment
Notices
Entire Agreement
Variation and Waiver
Severability
Third Party Rights
Counterparts
Governing Law
Jurisdiction
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