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1. Parties: Identification of the company issuing stock and the purchaser
2. Background/Recitals: Context of the agreement and basic transaction structure
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale: Core terms of the stock purchase including number of shares and price
5. Investment Representations: Purchaser's representations regarding investment intent and sophistication
6. Transfer Restrictions: Limitations on transfer of restricted stock
7. Vesting Provisions: Schedule and terms of vesting
8. Company's Repurchase Rights: Terms under which company can repurchase unvested shares
9. General Provisions: Standard legal provisions including governing law, notices, etc.
1. Right of First Refusal: Company's right to purchase shares before sale to third party
2. Drag-Along Rights: Right to force participant in sale of company
3. Tax Matters: Detailed tax provisions including 83(b) election
4. Voting Agreement: Provisions regarding voting rights
1. Stock Purchase Schedule: Details of shares, price, and payment terms
2. Vesting Schedule: Detailed timeline and conditions for vesting
3. Form 83(b) Election: Template for filing 83(b) election with IRS
4. Spousal Consent: Consent form for married purchasers in community property states
5. Stock Power: Form for transfer of shares back to company upon forfeiture
Board
Cause
Code
Common Stock
Company
Disability
Fair Market Value
Good Reason
Option
Plan
Purchase Price
Purchaser
Restricted Stock
Securities Act
Service Provider
Shares
Termination Date
Transfer
Unvested Shares
Vested Shares
Vesting Commencement Date
Vesting Schedule
Voting Agreement
83(b) Election
Change in Control
Confidential Information
Employment Agreement
Immediate Family
Permitted Transfer
Related Agreements
Repurchase Option
Right of First Refusal
Securities Laws
Stockholder Agreement
Investment Representations
Vesting
Transfer Restrictions
Repurchase Rights
Right of First Refusal
Drag-Along Rights
Tag-Along Rights
Tax Matters
Securities Law Compliance
Voting Rights
Information Rights
Registration Rights
Representations and Warranties
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property Rights
Termination
Governing Law
Dispute Resolution
Assignment
Amendment
Notices
Severability
Entire Agreement
Waiver
Further Assurances
Survival
Force Majeure
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