Founder Stock Purchase Agreement Template

This Founder Stock Purchase Agreement ("Agreement") is entered into on [Date] by and between [Company Name], a [State] corporation (the "Company"), and [Founder Name] (the "Founder").

1. Purchase and Sale of Shares

• Founder purchases [Number] shares of Company [Common] Stock (the "Shares") at $[Price] per share for an aggregate purchase price of $[Total].
• Payment method: [Cash/services/IP assignment] as detailed in Exhibit A.

2. Vesting

• Shares subject to vesting over [Number] years with [Cliff] months cliff.
• Vesting commencement date: [Date].
• Acceleration upon change in control or termination without cause (if applicable).

3. Company Repurchase Option

• Company may repurchase unvested Shares at original purchase price upon Founder’s termination of service.
• Repurchase period: [Number] days after termination.

4. Assignment of Intellectual Property

• Founder assigns to Company all right, title, and interest in intellectual property created in connection with Company business (see Exhibit B).

5. Representations and Warranties

5.1 Founder

• Authority to enter Agreement, investment intent, acknowledgement of restrictions.
• Execution does not conflict with other agreements.

5.2 Company

• Duly organized, authorized issuance of Shares, compliance with securities laws.

6. Transfer Restrictions

• Shares subject to right of first refusal in favor of Company and co-sale rights for other founders/investors.
• Shares cannot be transferred except in compliance with securities laws and Company policies.

7. Stock Certificates/Book Entry

• Shares evidenced by certificate or electronic record bearing restrictive legends.
• Founder to execute Assignment Separate from Certificate and 83(b) Election (if applicable).

8. Tax Matters

• Founder responsible for taxes; Company to provide 83(b) election form.
• Founder acknowledges risk of forfeiture and tax consequences of vesting.

9. Confidentiality and Non-Compete

• Founder agrees to confidentiality obligations and, if applicable, non-compete/non-solicitation provisions.

10. Miscellaneous

• Governing law: [State].
• Entire agreement, amendments, counterparts, electronic signatures.
• Notices and waiver provisions.

Signatures

Company: [Company Name]
By: ________
Name: [Officer Name]
Title: [Title]

Founder: [Founder Name]
Signature: ___
Address: [Address]

Exhibits

• Exhibit A: Payment/Consideration Schedule
• Exhibit B: Proprietary Information and Inventions Assignment
• Exhibit C: 83(b) Election Form
• Exhibit D: Spousal Consent (if applicable)

This agreement formalizes founder equity issuances, vesting, and IP assignment critical to early-stage company formation.