The Founder Stock Purchase Agreement is a fundamental document used in Nigerian company formations and early-stage businesses to formalize the relationship between a company and its founders through share ownership. This agreement is essential when establishing a new company or restructuring existing shareholding arrangements, particularly in startup scenarios. It details crucial elements such as share pricing, payment terms, representations and warranties, and various rights and obligations of the founding shareholders. The document must comply with Nigerian corporate law, particularly the Companies and Allied Matters Act (CAMA) 2020, and includes provisions for share transfer restrictions, vesting schedules (if applicable), and corporate governance matters. It's typically prepared during company incorporation or immediately afterward and serves as a reference point for future corporate actions and dispute resolution.

1. Parties: Identification of the Company and the Founder(s) purchasing shares, including full legal names and addresses

2. Background: Context of the agreement, including company formation details and purpose of the share purchase

3. Definitions: Key terms used throughout the agreement, including specific Nigerian legal terminology

4. Sale and Purchase of Shares: Core terms of the share purchase, including number of shares, price, and class of shares

5. Purchase Price and Payment: Details of consideration and payment terms, including method and timing of payment

6. Completion: Specific actions required to complete the share transfer, including CAC filing requirements

7. Representations and Warranties: Standard warranties from both the Company and the Founder(s)

8. Founder Obligations: Key commitments and responsibilities of the Founder(s) post-purchase

9. Share Transfer Restrictions: Limitations on future transfer of shares and any right of first refusal provisions

10. Confidentiality: Protection of company and transaction confidential information

11. Tax Matters: Allocation of responsibility for stamp duty and other applicable taxes

12. Notices: Process for formal communications between parties

13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

14. Execution: Signature blocks and execution requirements