Cooley Restricted Stock Purchase Agreement

Founders often question the acceleration of the vesting when the founder is fired for no reason (not as part of an acquisition of the company). This is not an unreasonable concern, but be very careful if you accept an acceleration for no reason. Jacket restrictions generally do not distinguish between the many reasons why a company and a founder can separate, although it is possible to anticipate that they apply only in the event of unst caused termination or voluntary termination. Most legal definitions of “cause" focus on bad behaviour such as dishonesty, theft or conviction of a crime. As a general rule, they do not get more subjective evaluations of effectiveness, for example. B low leadership qualities or poor management skills. In an early business, an inefficient team member can endanger the entire business. If that person is dismissed and does not meet the definition of the case, he or she may leave with a substantial portion of his stock in an involuntary result. In accordance with the private equity plan [plan]( the “plan"), [the name of the business], it grants the purchaser below (“purchaser") the right to acquire the number of shares of the Company`s common share (the “shares") listed below, subject to all the conditions set out in the plan and in this share purchase agreement (the “agreement"). Unless otherwise defined, the terms defined in the plan have the same meanings defined in this share purchase agreement.

The founder`s shares are often subject to a “right of first refusal" which gives the company and/or other founders the opportunity to acquire shares that a founder intends to sell to third parties. Investors will often ask for this right. 2.3.2. Day 1 (1) year from [Insert Date For Vesting Timing To Begin] (the “Vesting Beginning Date") 25 percent (25%) shares subject to the repurchase option are sold from the buyback option and are exempt from the repurchase option. Then, 1/48 of the shares are released from the redemption option on each monthly anniversary of the vesting opening date, so that 100% (100%) the shares are released from the redemption option on the fourth (4th anniversary) of the vesting date, at least subject to the continued distribution of the buyer to the company until each of these dates. Whether “Founder`s Stock" has rights that differ from other holdings in a company depends on the agreements between the founder and the company, either at the time the share is issued or later. These rights may include: 2.3.4. The buy-back option is exercised by the company, if this is the case, by written notification to the buyer or, in the event of the buyer`s death, by the buyer`s executor and by (i) delivery to the buyer or executor, an audit of the purchase price, (ii) by cancellation of the debt at the purchase price or (iii) by a combination of (i) and (ii) so that the combined payment and the cancellation correspond to the purchase price. To the extent that one or more certificates constituting unpublished shares may have been previously delivered in trust to the purchaser, the purchaser will provide, before the date indicated for the redemption, the certificates redeeming the unreleased shares to the secretary of the company representing the redeeming shares, each certificate being duly received for the transfer.

With the delivery of this communication and the payment of the total purchase price, the company becomes the legitimate and economic beneficiary of the unsecharged shares that are repurchased and all related rights and interests, and the company has the right to retain the number of unsecharged shares purchased by the company and transfer them to its own name without further action from the purchaser.