[{"data":1,"prerenderedAt":525},["ShallowReactive",2],{"document-stock-agreement-D347":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":172,"customdescription":6,"mdFm":173,"mdProseHtml":524},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"STOCK AGREEMENT This Stock Agreement (the \"Agreement\") is made and effective [DATE] BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [STOCKHOLDER NAME] (the \"First Stockholder\"), an individual with his main address located at OR a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [STOCKHOLDER NAME] (the \"Second Stockholder\"), an individual with his main address located at OR a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS The above-named stockholders desire to assure continuity of ownership of the Company. The stockholders, after mutual consultations, have agreed, in order to insure such continuity, to restrict the sale or transfer of shares of the Company, both during the lifetime and at the death of any of the stockholders. For the reasons above set forth, and in consideration of the mutual covenants and promises of the parties hereto, the Company and the stockholders agree as follows: FIRST RIGHT OF PURCHASE IN COMPANY If any stockholder shall, during the stockholder's lifetime, desire to sell or transfer all or any part of the stockholder's shares of stock in the Company, the stockholder shall first offer to sell the above-mentioned shares to the Company at a price per share equal to the then book value of each of the shares as of the last day of the calendar month next preceding the date the shares are offered for sale. Book value shall be determined by the independent certified accountants for the Company and such valuation shall be in accordance with generally accepted accounting principles consistent with the method of accounting then employed by the Company and shall be binding on the parties. OFFER TO OTHER STOCKHOLDERS IF CORPORATION DOES NOT PURCHASE The offer to sell shall be communicated in writing by the selling stockholder to the board of directors of the corporation and to all other stockholders, and the corporation shall have a period of [NUMBER] days after receipt of such notice in which to exercise its rights to purchase the shares at a price determined as specified in Section One. If the corporation shall refuse or neglect to notify the selling stockholder in writing of its intention to purchase the shares within the [NUMBER]-day period, or if the corporation is prohibited by law from making such a purchase or redemption, the selling stockholder shall then notify in writing the other stockholders of the stockholder's intention to sell and the number of shares offered for sale and the other stockholders shall have an additional period of [NUMBER] days within which to accept the offer to sell on the same terms and conditions as offered to the corporation, each of the other stockholders having the right to purchase the number of shares owned by the selling stockholder equal to such purchasing stockholders' proportionate ownership of the corporation immediately prior to the receipt of such offer to sell. STOCKHOLDER'S RIGHTS IF NEITHER CORPORATION NOR OTHER STOCKHOLDERS EXERCISE OPTION If neither the corporation nor the other stockholders elect to purchase the shares within the time limited on the terms set forth above, the stockholder desiring to sell or transfer his or her shares shall be free to do so to any other person or corporation free of any restrictions provided herein; provided, however, that such sale or transfer shall not be on terms less favorable to the selling stockholder unless the less favorable terms are re-offered to the corporation and/or the other stockholders as herein provided. If the sale or transfer to any other such person or corporation is not completed within [NUMBER] days after the expiration of the periods of time set forth in this agreement, the selling stockholder must, before making any subsequent sale or transfer, re-offer the shares to the corporation and/or the other stockholders as provided in this agreement. 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NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16",513,"https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":96,"description":6},"shareholders agreement",[98,100],{"label":33,"url":99},"business-legal-agreements",{"label":101,"url":102},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":91,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":113,"keywords":112,"url":118},"BUY-SELL AGREEMENT This Buy-Sell Agreement (this \"Agreement\") is made and effective this [Date], BETWEEN: [COMPANY NAME], a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: Each of the Parties listed below (each a \"Shareholder\" and collectively, the \"Shareholders\"). The Shareholders desire to promote and protect their mutual interests and the interests of the Company. Therefore, the parties hereby agree as follows: ARTICLE I PARTIES AND PURPOSE PARTIES The Shareholders own all the outstanding shares (the \"Shares\") of the [COMPANY NAME] in the amount outlined below. At this time, each Shareholder's interest in the Company is as follows: __________________ owns _________________ % __________________ owns _________________ % __________________ owns _________________ % __________________ owns _________________ % While this agreement is in effect, no Shareholder shall have any right to assign, encumber or dispose of his interest in the Company except as provided herein. PURPOSE The purpose of this Agreement is to protect the Corporation's management and control from persons not acceptable to all Shareholders. The other purpose is to provide a ready market in the event of the death, disability, or lifetime transfer of Shares by a Shareholder. To this end, the Shareholders have entered into this agreement to: Restrict the transfer or sale of the Shares by the Shareholders; Ensure any sale of the Shares is in the accordance with established procedures; Provide stability and continuity in the management of the Company; Maintain ownership or control of the Company ARTICLE II SALES TRANSFER RESTRICTION ON SHARES No Shareholder (or any party acting on behalf of a Shareholder) may sell or transfer its Shares, whether owned or subsequently acquired, except in accordance with the provisions of this Agreement or with the written consent of the Company and all other Shareholders. Any attempt to sell or transfer Shares (or an interest in Shares) that contravenes the terms of this agreement is null and void and is not binding on or recognized by the Company or the Shareholders. Definition of sale or transfer. The term \"sale or transfer\" includes any sale, pledge, encumbrance, gift, bequest, or other transfer of any Shares, whether or not the transfer would be made for value, or to another Shareholder, or voluntarily or involuntarily or by operation of law, or during his lifetime or upon his death Exception. A sale or transfer of a Shareholder's Shares to a trust that is wholly revocable by that Shareholder and for which that Shareholder is the sole trustee is not a prohibited sale or transfer. However, any subsequent attempted sale or transfer by the trustee of such trust shall be subject to all of the terms of this Agreement with the Shareholder (and not the trust) deemed as the Shareholder of such Shares. Legend on share certificates. Each share certificate whether presently owned or subsequently acquired, shall have the following statement conspicuously printed on its face: \"The transfer, sale, assignment of the Shares represented by this certificate is restricted by a Buy-Sell Agreement among all the Shareholders and the Corporation dated [SPECIFY]. A copy of the Buy-Sell Agreement is available for inspection during normal business hours at the principal office of the Corporation. All the terms and provisions of the Buy-Sell Agreement are incorporated by this reference and made a part of this certificate.\" ARTICLE III VOLUNTARY TRANSFER PERMITTED SALE OR TRANSFER DURING LIFETIME Any Shareholder wishing to sell or transfer its Shares must first notify each of the other Shareholders in writing. Such Shareholder (a \"Seller\") will be deemed to have offered to sell its Shares (the \"Offering Shares\") to other Shareholders. The notice must indicate the name of the party (the \"third party purchaser\") to whom the seller wishes to sell or transfer the offered Shares and the terms of the proposed sale or transfer. First option to other Shareholders. Each of the other Shareholders will have thirty (30) days from the effective date of the notice to choose to purchase the Offered Shares in proportion to their respective ownership of all outstanding Shares (excluding the Offered Shares) or in such other proportion as the other Shareholders may agree. During this 30-day period, the other Shareholders must collectively agree to purchase all or none of the Offered Shares. If the other Shareholders exercise their call option, they must acquire the Offering Shares on the same terms as those set out in the proposed notice of sale or transfer. These conditions will be supplemented, as necessary, by the payment conditions described in Article VI below. Notice of proposed sale. Any Shareholder wishing to sell his/her Shares shall provide a Notice of Proposed Sale. The notice must specify: the name and address of each proposed transferee; the number of Shares or the interest in Shares to be transferred; the price per Share; the terms of the proposed sale, assignment, or transfer. Permitted sale or transfer to third party purchaser. When the other Shareholders do not exercise their right to purchase all the Shares offered within the 30-day period, the seller may then conclude the sale or transfer to the third-party purchaser. However, the sale or transfer must be made on the same terms and conditions as those set out in the notice to other Shareholders. In addition, the third-party buyer must agree in writing to be bound by the terms of this contract before or at the time of the sale or transfer. If the sale or transfer to the third-party acquirer is not completed within sixty (60) days of the expiry of the other Shareholder's 30-day option period, then the authorization to sell or transfer under this agreement shall be deemed to have been withdrawn as if no sale or transfer had been considered and no notice given. ARTICLE IV INVOLUNTARY TRANSFER INVOLUNTARY LIFETIME SALE OR TRANSFER Any Shareholder who holds information that could reasonably be expected to result in an involuntary lifetime sale of his or her Shares and any person or entity that has acquired or may acquire an interest in such Shares must promptly notify each of the other Shareholders in writing. The notice must describe the nature and details of the involuntary lifetime sale and must indicate the name of the party (the \"third party transferee\"). The Shareholder will be deemed to have offered to sell its Shares (the \"Offering Shares\") to other Shareholders. The following events shall each constitute an \"Involuntary\" transfer event: the death of a Shareholder; the total mental or physical disability of a Shareholder; the termination of a Shareholder's employment with [COMPANY NAME]; and the bankruptcy or insolvency of a Shareholder. First option to other Shareholders. Each of the other Shareholders will have thirty (30) days from the effective date of this notice to elect to purchase the Offered Shares in proportion to their respective ownership of all outstanding Shares (excluding the Offered Shares) or in such other proportion as the other Shareholders may agree. If the other Shareholders exercise their option to purchase some or all of the offered Shares, they must then acquire these Shares at the purchase price and on the payment, terms described in Articles VI and VII below. Permitted sale or transfer to third party transferee. If the other Shareholders do not validly exercise their option to buy all of the Offered Shares within the 30-day period, then any remaining Offered Shares may be transferred to the third-party transferee. However, the transfer must be made on the same terms and conditions as those contained in the notice to the other Shareholders","Buy Sell Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/buy-sell-agreement-D12611.png","https://templates.business-in-a-box.com/imgs/250px/12611.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12611.xml",{"title":112,"description":6},"buy sell agreement",[114,116],{"label":17,"url":115},"finance-accounting",{"label":20,"url":117},"buy-sell-shares","/template/buy-sell-agreement-D12611",{"description":120,"descriptionCustom":6,"label":121,"pages":122,"size":91,"extension":10,"preview":123,"thumb":124,"svgFrame":125,"seoMetadata":126,"parents":128,"keywords":127,"url":131},"STOCK OPTION PLAN This Stock Option Plan (the \"Plan\") is given by [COMPANY NAME] (the \"Company\"), having its registered office at [SPECIFY ADDRESS] to its Employees. This Plan was approved and adopted by the Board of Directors and by the stockholders on [DATE]. STATEMENT OF PURPOSE [COMPANY NAME] has formulated this Plan, in furtherance of the corporate policy of the Company, for creating an environment conducive to higher growth opportunities for its Employees and the Employees of its Affiliates, and with a view to align the interests of such Employees and those of the shareholders by creating a common sense of purpose towards creating sustainable shareholder value. DEFINITIONS Administrator shall mean the Compensation Committee of the Board (or a subcommittee thereof) acting in its capacity as Administrator of the Plan. Applicable Laws shall mean the legal requirements related to the Plan and the option under applicable provisions of the securities laws of [STATE/PROVINCE]. Board shall mean the Company's Board of Directors. Company shall mean [NAME OF COMPANY]. Option Shares shall mean the number of shares of Common Stock subject to the option as specified in the attached Exhibit A. Optionee shall mean the person eligible to avail the Stock Option Plan. Permanent Disability shall mean the inability of the Optionee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or to be of continuous duration of [NUMBER OF MONTHS] months or more. Plan shall mean this Stock Option Plan. GRANT OF OPTION The Company hereby grants to the eligible person (the \"Optionee\") an option to purchase shares of Common Stock under the Plan. The date on which this option is granted (the \"Grant Date\"), the number of shares of Common Stock purchasable under this option (the \"Option Shares\"), the exercise price payable per share (the \"Exercise Price\"), the applicable vesting schedule by which this option shall vest and become exercisable incrementally for the Option Shares (the \"Vesting Schedule\") and the date to be used to measure the maximum term of this option (the \"Expiration Date\") are indicated on the attached Exhibit A to this Plan. The remaining terms and conditions governing this option shall be as set forth in this Plan. ELIGIBILITY FOR THE GRANT OF OPTIONS The criteria to be fulfilled by an Employee for being considered an Eligible Employee may be prescribed by the Committee from time to time. Only Employees fulfilling such criteria and who are not Disqualified Employees shall be considered Eligible Employees for the purposes of this Plan. An option can be granted only to an Eligible Employee who has been selected by the Committee. While selecting Eligible Employees for the award of grants and for deciding the number of options to be granted to such Eligible Employees, the Committee may be guided by the following considerations (i.e. eligibility criteria): Number of years of service Job profile and grade Performance rating or key result area appraisal Any other factors the Board of Directors or the Committee may deem appropriate. OPTION TERM The term of this option shall commence on the Grant Date and continue to be in effect until the close of business on the last business day prior to the Expiration Date specified in the attached Exhibit A, unless sooner terminated in accordance with this Plan. LIMITED TRANSFERABILITY This option shall be neither transferable nor assignable by the Optionee other than by will or the laws of inheritance following the Optionee's death and may be exercised, during the Optionee's lifetime, only by the Optionee. DATE OF EXERCISE This option shall vest and become exercisable for the Option Shares in a series of installments in accordance with the Vesting Schedule set forth in the attached Exhibit A. As the option vests and becomes exercisable for such installments, those installments shall accumulate, and the option shall remain exercisable for the accumulated installments until the last business day prior to the Expiration Date or any sooner termination of the option term. CESSATION OF SERVICE The option mentioned above shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: Except as otherwise expressly provided in subparagraphs 8.1.2 through 8.1.7 of this Paragraph 8, should the Optionee cease to remain in Continuous Service for any reason while this option is outstanding, then the Optionee shall have until the close of business on the last business day prior to the expiration of the [NUMBER OF MONTHS]-month period measured from the date of such cessation of Continuous Service during which to exercise this option for any or all of the Option Shares for which this option is vested and exercisable at the time of the Optionee's cessation of Continuous Service, but in no event shall this option be exercisable at any time after the close of business on the last business day prior to the Expiration Date. In the event the Optionee ceases Continuous Service by reason of his or her death while this option is outstanding, then this option may be exercised, for any or all of the Option Shares for which this option is vested and exercisable at the time of the Optionee's cessation of Continuous Service, by (i) the personal representative of the Optionee's estate or (ii) the person or persons to whom the option is transferred pursuant to the Optionee's will or the laws of inheritance following the Optionee's death. However, if the Optionee dies while holding this option and has an effective beneficiary designation in effect for this option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this option following the Optionee's death. Any such right to exercise this option shall lapse, and this option shall cease to be outstanding, upon the close of business on the last business day prior to the earlier of (a) the expiration of the twelve (12)-month period measured from the date of the Optionee's death or (b) the Expiration Date. Upon the expiration of such limited exercise period, this option shall terminate and cease to be outstanding for any exercisable Option Shares for which the option has not otherwise been exercised. Should the Optionee cease Continuous Service by reason of Permanent Disability while this option is outstanding, then the Optionee shall have until the close of business on the last business day prior to the expiration of the twelve (12)-month period measured from the date of such cessation of Continuous Service during which to exercise this option for any or all of the Option Shares for which this option is vested and exercisable at the time of such cessation of Continuous Service. In no event, however, shall this option be exercisable at any time after the close of business on the last business day prior to the Expiration Date. Except as otherwise precluded by Applicable Laws, should (i) the Optionee cease Continuous Service after completion of at least three (3) years of Continuous Service and (ii) the sum of the Optionee's attained age and completed years of Continuous Service at the time of such cessation of service equals or exceeds seventy (70) years, then the Optionee shall have until the close of business on the last business day prior to the expiration of the thirty-six (36)-month period measured from the date of such cessation of Continuous Service during which to exercise this option for any or all of the Option Shares for which this option is vested and exercisable at the time of such cessation of Continuous Service. In no event, however, shall this option be exercisable at any time after the close of business on the last business day prior to the Expiration Date.","Stock Option Plan","9","https://templates.business-in-a-box.com/imgs/1000px/stock-option-plan-D13284.png","https://templates.business-in-a-box.com/imgs/250px/13284.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13284.xml",{"title":127,"description":6},"stock option plan",[129,130],{"label":33,"url":99},{"label":33,"url":99},"/template/stock-option-plan-D13284",{"description":133,"descriptionCustom":6,"label":134,"pages":8,"size":91,"extension":10,"preview":135,"thumb":136,"svgFrame":137,"seoMetadata":138,"parents":140,"keywords":139,"url":145},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":139,"description":6},"non disclosure agreement nda",[141,142],{"label":33,"url":99},{"label":143,"url":144},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":147,"descriptionCustom":6,"label":148,"pages":122,"size":91,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":154,"keywords":153,"url":157},"SUBSCRIPTION AGREEMENT This Stock Subscription Agreement (the \"Agreement\") is made and effective [DATE] BETWEEN: [INSERT COMPANY NAME], a [INSERT STATE OF INCORPORATION], corporation [the \"COMPANY\"]. AND: The undersigned a [INSERT STATE OF INCORPORATION], corporation [the \"INVESTOR\"]. SUBSCRIPTION. Subject to the terms and conditions hereof, the Investor hereby subscribes to purchase that number of shares of common stock, par value [$____] per share, of the Company (the \"Common Stock\") set forth on the signature page of this Agreement at a purchase price of $____ per share (\"Purchase Price\"). Payment for the Common Stock shall be made in cash or by certified bank or cashier's check payable in immediately available funds in the amount of the Purchase Price made payable to the order of the Company and such payment shall be delivered on or prior to the execution and delivery of this Agreement. TERMS OF SUBSCRIPTION The Investor acknowledges and agrees that this Agreement is made subject to the following terms and conditions: The Investor hereby intends that his signature hereon shall constitute a subscription to the Company for the number of shares of Common Stock specified on the signature page of this Agreement. This subscription for the purchase of Common Stock is subject to acceptance by the Company and does not, prior to acceptance, bind the Company to sell the shares of Common Stock to the Investor. The Company shall have the right to accept or reject this subscription, in whole or in part, in its sole and absolute discretion for any reason. This subscription is and shall be irrevocable unless and until (i) this subscription is for any reason rejected, or (ii) this Agreement is terminated. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF INVESTOR The Investor hereby represents, warrants, and covenants to the Company that: The Investor acknowledges that the Investor has been advised and understands that the Common Stock to be acquired pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the \"Securities Act\"), or registered or qualified under the securities laws of any other jurisdiction and are being sold in reliance upon an exemption from registration under such laws. Accordingly, the Investor understands that the Investor may not sell, pledge, hypothecate, dispose of, or otherwise transfer (a \"Transfer\") the Common Stock unless such shares are subsequently registered and qualified under such laws or, in the opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and qualification is available. The Investor further understands that (i) the Stockholders' Agreement, dated ____, 20___, by and among the Company and the shareholders identified therein (the \"Stockholders s Agreement\") contains certain restrictions on any Transfer of the Common Stock, and (ii) any Transfer that is permitted under the Stockholders Agreement must satisfy certain legal, procedural and other requirements. The Investor is the sole and true party in interest, and is acquiring the Common Stock solely for his or her own account, not as a nominee, agent, or representative for any person, for investment purposes only, and not with an intent or a view to the sale or distribution of any part thereof within the meaning of Section 2(a)(11) of the Securities Act. By executing this Agreement, the Investor further represents that he or she does not have any present intent of making a Transfer of, granting a participation in, or otherwise distributing the Common Stock in a manner contrary to the Securities Act or the securities laws of any other applicable jurisdictions, nor does the Investor have any contract, undertaking, agreement, or arrangement with any person to Transfer, grant any participation in, or otherwise distribute any of the Common Stock to such person. The Investor does not presently have any reason to anticipate any change in circumstances or other particular occasion or event which would cause the Investor to need to sell the Common Stock, except in compliance with the terms of this Agreement, the Stockholders Agreement, and the securities laws of all applicable jurisdictions. The Investor understands and acknowledges that only the Company can register the Common Stock under applicable securities laws; the Company does not intend to register the Common Stock under the Securities Act or the securities laws of any other jurisdiction; no public market for the Common Stock is expected to develop; and, as a result, an investment in the Common Stock may not be liquid and the Investor must bear the economic risk of the investment indefinitely. In this regard, the Investor further represents that the Investor has adequate means of providing for the Investor's current needs and possible personal contingencies; the Investor can afford to bear the economic risk of holding the Common Stock for an indefinite period of time; and the Investor has no need for liquidity in the Investor's investment in the Common Stock. The Investor has the net worth sufficient to bear the risks of and to sustain a complete loss of the Investor's entire investment in the Company. The Investor hereby agrees that it will not, directly or indirectly, offer to Transfer or to Transfer any shares of Common Stock (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any shares of Common Stock), except in compliance with this Agreement and the Securities Act, the securities laws of all other applicable jurisdictions, and the rules and regulations promulgated thereunder. The Investor recognizes that in the future the Company may not satisfy the requirements which would permit the undersigned to sell the Common Stock pursuant to Rule 144 promulgated under the Securities Act. The Investor further acknowledges that it has, alone or together with its purchaser representative (\"Purchaser Representative\"), sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of the prospective investment in the Common Stock. The Investor recognizes that an investment in the Common Stock and in the Company involves certain risks, and the Investor has taken full cognizance of, understands, and is willing to bear the risks related to the purchase of the Common Stock [including, without limitation, those risk factors set forth in Attachment A to this Agreement, which Attachment A is incorporated herein by reference]. The Investor is aware and understands that no federal or state agency has made any finding or determination as to the fairness of this offering nor has made any recommendation or endorsement of the Common Stock. The Investor represents and confirms that the address set forth on the signature page is the Investor's true and correct residence, and that the Investor has no present intention of becoming a resident of any other state or jurisdiction. The social security number set forth on the signature page hereof is the Investor's true and correct social security number. The Investor confirms that prior to the sale of the Common Stock to the Investor pursuant to this Agreement, the Investor and the Investor's Purchaser Representative, if any: (i) has been given access to all material books and records of the Company and all material contracts and documents relating to the sale of the Common Stock pursuant to this Agreement; (ii) has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the sale of the Common Stock by the Company; and (iii) has been given the opportunity to obtain any additional information which the Investor or the Investor's Purchaser Representative, if any, deems necessary to verify the accuracy of the information supplied to them","Subscription Agreement","https://templates.business-in-a-box.com/imgs/1000px/subscription-agreement-D12537.png","https://templates.business-in-a-box.com/imgs/250px/12537.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12537.xml",{"title":153,"description":6},"subscription agreement",[155,156],{"label":17,"url":115},{"label":20,"url":117},"/template/subscription-agreement-D12537",{"description":159,"descriptionCustom":6,"label":160,"pages":8,"size":91,"extension":10,"preview":161,"thumb":162,"svgFrame":163,"seoMetadata":164,"parents":166,"keywords":165,"url":171},"INVESTMENT AGREEMENT This Investment Agreement (the Agreement) is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] a Company (the \"COMPANY\") organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR NAME] the principal members of the Company (the \"Company Principals\") collectively referred to in this Agreement as the \"Company Parties.\" and existing under the laws of [STATE/PROVINCE], located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] a Company (the \"COMPANY\") organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company was formed for the purpose of further developing, commercializing, and operating the business concept identified and includes any subsequent iteration of the business concept developed by the Company Parties (the \"Business\"); WHEREAS the Investor is desirous of making an investment (the \"Investment\") in the amount of [TOTAL INVESTMENT AMOUNT] into the Company to facilitate such Business. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contains, the parties hereto intending to be legally bound agree as follows: THE INVESTMENT 1.1 The Investor will make the Investment in the Company in consideration for the rights and privileges set forth in this Agreement. FUTURE ISSUANCES OF SECURITIES 2.1 From and after the date of this Agreement, the parties agree to take such further action and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other party for carrying out the purposes of this Agreement. 2.2 If at any time in the future, the Company proposes to sell and issue any debt or equity securities, or any other securities or instruments entitling the holder thereof to receive any profits, capital, assets or property of the Company (collectively, \"Securities\"), in a single transaction or series of related transactions that results in gross proceeds to the Company of at least [STATE AMOUNT] (a \"Qualified Financing\"), the Company shall deliver written notice to the Investor stating (i) its bona fide intention to offer such Securities, (ii) the amount and type of Securities to be offered and (iii) the price and terms upon which it proposes to offer such securities. Upon receipt of such notice, the Investor shall be entitled to exercise any of the rights specified in sections 3, 4 and 5. RIGHT OF FIRST OFFER 3.1 The Investor shall have the first right to purchase all the Securities to be offered and sold in such Qualified Financing at the price and on the same terms and conditions specified in the notice. RIGHT TO PARTICIPATE 4","Investment Agreement","https://templates.business-in-a-box.com/imgs/1000px/investment-agreement-D12831.png","https://templates.business-in-a-box.com/imgs/250px/12831.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12831.xml",{"title":165,"description":6},"investment agreement",[167,168],{"label":17,"url":115},{"label":169,"url":170},"Shareholders & Investors","shareholders-investors","/template/investment-agreement-D12831",false,{"seo":174,"reviewer":184,"legal_disclaimer":188,"quick_facts":189,"at_a_glance":191,"personas":195,"variants":220,"glossary":246,"clauses":283,"how_to_fill":334,"common_mistakes":375,"faqs":400,"industries":428,"comparisons":453,"diy_vs_lawyer":466,"jurisdictions":479,"related_template_ids_curated":500,"schema":511,"classification":512},{"meta_title":175,"meta_description":176,"primary_keyword":177,"secondary_keywords":178},"Stock Agreement Template (Free Word)","Free stock agreement template for issuing, transferring, or purchasing equity in a company. Covers share classes, price, restrictions, and representations. Free Word and PDF download.","stock agreement template",[179,180,181,182,183],"stock agreement template word","stock agreement template free","equity agreement template","shareholder stock agreement","stock sale agreement template",{"name":185,"credential":186,"reviewed_date":187},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":190,"legal_review_recommended":188,"signature_required":188,"notarization_required":172},"advanced",{"what_it_is":192,"when_you_need_it":193,"whats_inside":194},"A Stock Agreement is a legally binding contract that governs the issuance, purchase, sale, or transfer of shares in a corporation. This free Word download covers the number of shares, share class, purchase price, representations and warranties, transfer restrictions, vesting schedules, and governing law — giving founders, investors, and shareholders a single enforceable document that records every material term of the equity transaction.\n","Use it when issuing equity to a co-founder or early employee, selling shares to an angel investor, transferring existing shares between shareholders, or documenting a seed-round stock purchase outside a formal SAFE or convertible note.\n","Party identification and share details, purchase price and payment terms, representations and warranties from both buyer and seller, transfer restrictions and right of first refusal, vesting schedule with cliff and acceleration provisions, legend requirements for restricted securities, and governing law and dispute resolution.\n",[196,200,204,208,212,216],{"title":197,"use_case":198,"icon_asset_id":199},"Startup founders","Issuing founder shares to co-founders with vesting and repurchase rights","persona-startup-founder",{"title":201,"use_case":202,"icon_asset_id":203},"Angel investors","Documenting a direct equity purchase in a pre-seed or seed-stage company","persona-angel-investor",{"title":205,"use_case":206,"icon_asset_id":207},"Corporate attorneys","Drafting or reviewing stock issuance documents for startup clients","persona-corporate-attorney",{"title":209,"use_case":210,"icon_asset_id":211},"Small business owners","Selling a minority stake to a partner or outside investor","persona-small-business-owner",{"title":213,"use_case":214,"icon_asset_id":215},"CFOs and finance directors","Documenting equity grants and purchases for cap table accuracy","persona-cfo",{"title":217,"use_case":218,"icon_asset_id":219},"Shareholders exiting a position","Transferring shares to a new investor or back to the company","persona-shareholder",[221,225,228,232,235,239,242],{"situation":222,"recommended_template":223,"slug":224},"Issuing founder shares at inception with a vesting schedule","Founder Stock Purchase Agreement","stock-purchase-agreement-D349",{"situation":226,"recommended_template":44,"slug":227},"Selling shares to an accredited angel investor at a fixed price","stock-agreement-D347",{"situation":229,"recommended_template":230,"slug":231},"Granting stock options to employees under an equity plan","Stock Option Agreement","employee-stock-option-agreement-D12613",{"situation":233,"recommended_template":64,"slug":234},"Transferring existing shares from one shareholder to another","stock-transfer-agreement-D14069",{"situation":236,"recommended_template":237,"slug":238},"Issuing equity with future valuation deferred to a priced round","SAFE (Simple Agreement for Future Equity)","simple-agreement-for-future-equity-safe-D13395",{"situation":240,"recommended_template":89,"slug":241},"Governing ongoing rights between all shareholders","shareholders-agreement-D1016",{"situation":243,"recommended_template":244,"slug":245},"Restricting share transfers and setting buyback terms at company level","Buy-Sell Agreement","buy-sell-agreement-D12611",[247,250,253,256,259,262,265,268,271,274,277,280],{"term":248,"definition":249},"Common Stock","The standard class of shares in a corporation, typically carrying voting rights but ranking behind preferred stock in liquidation.",{"term":251,"definition":252},"Preferred Stock","A share class with priority over common stock in dividends and liquidation proceeds, commonly issued to venture capital investors.",{"term":254,"definition":255},"Purchase Price","The total consideration paid by the buyer for the shares being transferred, expressed as a per-share price multiplied by the number of shares.",{"term":257,"definition":258},"Vesting Schedule","A timeline over which an equity recipient earns the right to own their shares outright, typically four years with a one-year cliff.",{"term":260,"definition":261},"Cliff","The minimum period that must elapse before any shares vest — commonly 12 months — after which vesting often occurs monthly or quarterly.",{"term":263,"definition":264},"Right of First Refusal (ROFR)","A contractual right giving the company or existing shareholders the opportunity to purchase shares before a holder sells them to a third party.",{"term":266,"definition":267},"Restricted Securities","Shares that cannot be freely resold without registration or an exemption under securities law, typically bearing a restrictive legend on the certificate.",{"term":269,"definition":270},"Repurchase Right","The company's option to buy back unvested shares from an employee or founder at the original purchase price upon separation.",{"term":272,"definition":273},"Representations and Warranties","Factual statements made by each party at closing that the shares are validly issued, free of liens, and that each party has authority to enter the agreement.",{"term":275,"definition":276},"Accredited Investor","An individual or entity meeting SEC wealth or income thresholds — currently $1M net worth excluding primary residence or $200K annual income — who may legally purchase unregistered securities.",{"term":278,"definition":279},"Cap Table","A spreadsheet listing every shareholder, the number and class of shares they hold, and the percentage ownership — updated after every stock issuance or transfer.",{"term":281,"definition":282},"Legend","A notice printed on a stock certificate stating that the shares are restricted and may not be transferred without registration or a legal exemption.",[284,289,294,299,304,309,314,319,324,329],{"name":285,"plain_english":286,"sample_language":287,"common_mistake":288},"Parties, recitals, and share description","Identifies the buyer and seller (or issuer) by full legal name, states the corporation's name and state of incorporation, and describes the exact number and class of shares being transferred.","This Stock Purchase Agreement ('Agreement') is entered into as of [DATE] by and between [COMPANY NAME], a [STATE] corporation ('Company'), and [PURCHASER FULL NAME] ('Purchaser'). The Company hereby sells and issues to Purchaser [NUMBER] shares of [CLASS] Stock at a purchase price of $[PRICE] per share.","Describing shares by percentage instead of an absolute number. Percentages shift with every future issuance; agreements must reference a fixed share count tied to a specific capitalization date.",{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Purchase price and payment","States the per-share price, total consideration, payment method, and the closing date on which shares and funds are exchanged.","The aggregate purchase price for the Shares is $[TOTAL] (the 'Purchase Price'), payable by [wire transfer / check] on or before [CLOSING DATE]. Delivery of the Shares is conditioned on receipt of the full Purchase Price.","Leaving the payment mechanics vague or omitting a closing date. Without a specific date and payment method, either party can delay indefinitely and claim no breach.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Representations and warranties of the company","The company confirms that it is validly incorporated, the shares are duly authorized and fully paid, no third-party consents are required, and the issuance does not violate any existing agreement.","The Company represents and warrants that: (a) it is duly organized and in good standing under the laws of [STATE]; (b) the Shares, when issued, will be validly issued, fully paid, and non-assessable; (c) this Agreement has been duly authorized and constitutes a binding obligation of the Company.","Using boilerplate reps without tailoring them to the company's actual capitalization. If the company has outstanding warrants or convertible notes not disclosed here, a buyer can later claim fraudulent misrepresentation.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Representations and warranties of the purchaser","The buyer confirms they are an accredited investor (if required), are purchasing for investment and not resale, understand the shares are restricted, and have had the opportunity to ask questions about the company.","Purchaser represents and warrants that: (a) Purchaser is an 'accredited investor' within the meaning of Rule 501 of Regulation D; (b) Purchaser is acquiring the Shares for investment purposes only, not with a view to resale or distribution; (c) Purchaser has had the opportunity to review the Company's financial information and ask questions of management.","Omitting accredited investor representation when selling to individuals. Failing to confirm accredited status before a Regulation D offering exposes the company to SEC enforcement and potential rescission liability.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Vesting schedule and cliff","Defines the timeline over which the purchaser earns full ownership of the shares, the minimum period before any vesting occurs, and whether unvested shares are subject to a company repurchase right on separation.","The Shares shall vest over [48] months, with [25]% of the Shares vesting on the [12]-month anniversary of [VESTING COMMENCEMENT DATE] and the remainder vesting in equal monthly installments thereafter. Unvested Shares are subject to the Company's Repurchase Right at the original Purchase Price per Share.","Omitting a vesting commencement date separate from the agreement date. If a founder started contributing to the company months before incorporation, the commencement date should reflect that service — failing to do so overstates unvested exposure.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Repurchase right","Grants the company the right — but not the obligation — to repurchase unvested shares at the original purchase price if the shareholder's employment or service relationship terminates.","Upon termination of Purchaser's service relationship with the Company for any reason, the Company shall have an irrevocable option for [90] days to repurchase all unvested Shares at the lower of the original Purchase Price or the then-current fair market value per Share.","Setting the repurchase window too short (fewer than 60 days). The company may not have the liquidity or board approval time to exercise within 30 days, effectively forfeiting the right.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Transfer restrictions and right of first refusal","Prohibits the shareholder from transferring shares without the company's consent and grants the company (and sometimes other shareholders) the right to purchase shares at the same price before any third-party sale.","Purchaser shall not sell, assign, pledge, or otherwise transfer any Shares without the Company's prior written consent. Before any proposed transfer, Purchaser must first offer the Shares to the Company at the proposed transfer price by delivering written notice ('Transfer Notice'). The Company shall have [30] days to exercise its right of first refusal.","Forgetting to include permitted transfer exceptions for estate planning transfers to trusts or family members. Without them, a shareholder cannot transfer shares to a revocable trust without triggering the ROFR — creating unnecessary friction.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Legend and securities law compliance","Requires that any stock certificate or book-entry record for the shares bear a restrictive legend notifying future parties that the shares are unregistered and subject to transfer restrictions.","Each certificate (or book-entry notation) representing the Shares shall bear the following legend: 'THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.'","Issuing shares via a cap table software entry without ensuring the legend is electronically noted in the platform. Uncertificated shares require the same legend applied to the book-entry record — omitting it does not exempt the shares from securities law restrictions.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Tax matters and section 83(b) election","Addresses the tax consequences of the stock purchase, notifies the purchaser of their right to file a Section 83(b) election within 30 days of purchase if shares are subject to a vesting schedule, and makes clear the company is not providing tax advice.","Purchaser acknowledges that the Company has advised Purchaser to consult with a tax advisor regarding the advisability of filing an election under Section 83(b) of the Internal Revenue Code within [30] days of the Grant Date. Failure to file such election in a timely manner may result in adverse tax consequences.","Not including an 83(b) reminder in the agreement itself. Founders who miss the 30-day filing window face ordinary income tax on the appreciated value of shares as they vest rather than capital gains — a potentially six-figure tax surprise.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Governing law, entire agreement, and dispute resolution","Specifies the jurisdiction whose law governs the agreement, confirms it supersedes all prior negotiations and understandings, and states how disputes are resolved — arbitration, mediation, or litigation.","This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to conflicts-of-law principles. Any dispute arising hereunder shall be resolved by binding arbitration before [AAA / JAMS] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Selecting a governing law state with no connection to where the company is incorporated or operates. Courts may apply the law of the state with the most significant relationship to the transaction regardless of the contract's choice, creating uncertainty.",[335,340,345,350,355,360,365,370],{"step":336,"title":337,"description":338,"tip":339},1,"Identify the parties and the corporation","Enter the full legal name of the company as it appears in the certificate of incorporation, the state of incorporation, and the full legal name (or entity name) of the purchaser. Confirm the company's authorized share structure before drafting.","Pull the exact company name from your state's corporate registry — trade names and DBAs are not the legal entity and will create enforcement problems.",{"step":341,"title":342,"description":343,"tip":344},2,"Specify the share class, number, and purchase price","State the exact number of shares, the class (common or a specific series of preferred), and the per-share price. Multiply to confirm the aggregate purchase price and enter the closing date.","For founder shares, the per-share price should reflect fair market value at issuance — even at a fraction of a cent. Document the valuation basis in your board minutes to support the price.",{"step":346,"title":347,"description":348,"tip":349},3,"Complete the representations and warranties sections","Review each rep and warrant for both the company and the purchaser. Update the company reps to reflect actual capitalization — outstanding options, warrants, convertible notes, and any existing shareholder agreements.","Have your corporate attorney confirm that the share issuance does not require consent under any existing investor rights agreement or ROFR before you sign.",{"step":351,"title":352,"description":353,"tip":354},4,"Set the vesting schedule and commencement date","Enter the total vesting period, cliff length, and vesting frequency (monthly is standard). Set the vesting commencement date — this may predate the agreement if the founder has been contributing for some time.","Standard four-year vesting with a one-year cliff is the market norm for founders and satisfies most institutional investor expectations at Series A.",{"step":356,"title":357,"description":358,"tip":359},5,"Define transfer restrictions and the ROFR","Confirm the company holds a right of first refusal on any proposed share transfer, set the notice period (30 days is standard), and add permitted transfer exceptions for estate planning trusts and family members.","If a co-sale right (drag-along or tag-along) is needed, add it here or reference a separate shareholders agreement that governs those rights.",{"step":361,"title":362,"description":363,"tip":364},6,"Insert the restrictive legend language","Copy the standard Regulation D restricted securities legend into the agreement. If shares are issued via book entry rather than physical certificates, confirm the legend notation will appear in your cap table software.","Carta, Pulley, and similar platforms allow you to add legend text directly to electronic share records — do this on the same day the agreement is signed.",{"step":366,"title":367,"description":368,"tip":369},7,"Address the Section 83(b) election requirement","If the shares have a vesting schedule, include the 83(b) notice language and attach a blank election form as an exhibit. The purchaser has exactly 30 days from the grant date to file with the IRS — the agreement should document that notice was given.","Prepare two signed copies of the 83(b) election at closing so the purchaser can mail one to the IRS and retain a stamped copy as evidence of timely filing.",{"step":371,"title":372,"description":373,"tip":374},8,"Execute before shares are issued","Both parties sign the agreement before any shares appear on the cap table. Date the agreement to match the board resolution authorizing the issuance. File the executed agreement with your corporate records.","Use a single signing session — electronic or in person — so the agreement date, board resolution date, and cap table entry date all align. Mismatched dates create audit and 409A valuation complications.",[376,380,384,388,392,396],{"mistake":377,"why_it_matters":378,"fix":379},"Missing the 30-day Section 83(b) election window","Founders who fail to file within 30 days of receiving unvested shares must pay ordinary income tax on the full fair market value of shares as they vest — often a six-figure liability by Series A.","Attach a completed 83(b) election form as an exhibit to the agreement and have the purchaser mail it to the IRS on the day of signing. Keep a copy with the corporate records.",{"mistake":381,"why_it_matters":382,"fix":383},"Describing shares as a percentage rather than a fixed number","A percentage ownership shifts with every new share issuance, option grant, and conversion — making it impossible to determine exactly what was sold without knowing the capitalization at every future date.","Always state shares as an absolute number (e.g., 1,000,000 shares of Common Stock) tied to a specific capitalization table dated as of the agreement date.",{"mistake":385,"why_it_matters":386,"fix":387},"Omitting accredited investor representations","Selling unregistered securities to non-accredited investors without a registered offering violates Regulation D and exposes the company to SEC enforcement, state securities regulators, and purchaser rescission rights.","Include a purchaser rep confirming accredited investor status and require documentary evidence — a signed accredited investor questionnaire — before closing.",{"mistake":389,"why_it_matters":390,"fix":391},"Failing to obtain board approval before signing","A stock issuance made without prior board authorization is technically void under most state corporate statutes, creating a defective capitalization record that must be ratified and can delay future financing rounds.","Pass a board resolution authorizing the specific issuance — number of shares, price, and recipient — before the agreement is signed. Date the resolution the same day as or prior to the agreement.",{"mistake":393,"why_it_matters":394,"fix":395},"Using a short repurchase window of fewer than 60 days","A 30-day repurchase window often lapses before the company can convene a board meeting to authorize the buyback and arrange payment — effectively giving the departing shareholder a windfall of unvested shares.","Set the repurchase window at 90 days and include a provision allowing the company to pay the repurchase price in installments if cash position is constrained.",{"mistake":397,"why_it_matters":398,"fix":399},"Choosing a governing law state with no connection to the company","Courts in the actual operating or incorporation state may apply local law regardless of what the contract specifies, creating uncertainty about which state's securities and corporate statutes govern the transaction.","Set governing law to the state of incorporation — typically Delaware — or the state where the company's principal office is located, and ensure all parties have a meaningful connection to that jurisdiction.",[401,404,407,410,413,416,419,422,425],{"question":402,"answer":403},"What is a stock agreement?","A stock agreement is a legally binding contract that governs the issuance, purchase, sale, or transfer of shares in a corporation. It identifies the buyer and seller, specifies the share class and number, states the purchase price, and sets the terms governing restrictions, vesting, and shareholder rights. It creates an enforceable record of every material term of the equity transaction and is the primary document used to update a company's cap table after a share issuance or transfer.\n",{"question":405,"answer":406},"What is the difference between a stock agreement and a shareholders agreement?","A stock agreement documents a specific transaction — the issuance or sale of a defined number of shares at a stated price on a particular date. A shareholders agreement governs the ongoing relationship among all shareholders — voting rights, board composition, drag-along and tag-along rights, and dividend policy. You typically need both: the stock agreement closes the transaction, and the shareholders agreement governs what happens afterward. Some stock agreements incorporate key shareholder rights by reference to a separate shareholders agreement.\n",{"question":408,"answer":409},"Who needs to sign a stock agreement?","At minimum, both the issuing company (signed by an authorized officer, usually the CEO or CFO) and the purchaser or transferee must sign. If the shares are being transferred by an existing shareholder rather than newly issued by the company, the selling shareholder is also a party. Board authorization — documented in a board resolution — is a prerequisite to any authorized officer signing on behalf of the company.\n",{"question":411,"answer":412},"Is a Section 83(b) election always required?","A Section 83(b) election is relevant only when shares are subject to a vesting schedule or other forfeiture condition — meaning they are not yet fully owned by the recipient. If shares are issued fully vested with no repurchase right, no 83(b) election is needed. For founder shares and restricted stock grants with a vesting schedule, filing the election within 30 days of the grant date is almost always advisable because it locks in the tax basis at the low initial value rather than the potentially much higher value at each vest date.\n",{"question":414,"answer":415},"Can a stock agreement be used for preferred stock?","Yes — a stock purchase agreement can cover any authorized class of shares, including preferred. However, preferred stock issuances (typically Series Seed, Series A, etc.) involve additional documents: a certificate of incorporation amendment creating the preferred series, an investor rights agreement, a voting agreement, and a right of first refusal and co-sale agreement. The stock agreement alone is insufficient for a priced preferred round; it is most commonly used as a standalone document for common stock issuances and simple angel transactions.\n",{"question":417,"answer":418},"Do stock agreements need to be notarized?","Notarization is generally not required for stock agreements in the United States, Canada, or the United Kingdom for private company share transactions. Both parties signing a dated, written agreement is typically sufficient for enforceability. Some jurisdictions require notarization for share transfers in certain regulated industries or when the transfer involves real property held by the corporation. When in doubt, consult a corporate attorney in the relevant jurisdiction.\n",{"question":420,"answer":421},"What is a right of first refusal in a stock agreement?","A right of first refusal (ROFR) requires a shareholder who wants to sell their shares to first offer them to the company — and sometimes to other existing shareholders — at the same price and terms as the proposed third-party sale. If the company declines within the notice period (typically 30 days), the shareholder may proceed with the third-party sale. ROFRs are standard in startup stock agreements because they give the company and its investors control over who becomes a new shareholder.\n",{"question":423,"answer":424},"What happens if shares are transferred without complying with the stock agreement?","A transfer made in violation of the agreement's restrictions — without triggering the ROFR, without company consent, or to a non-permitted transferee — is typically voidable by the company. The company can refuse to register the transfer on the cap table, treat the purported buyer as having no shareholder rights, and seek injunctive relief or damages from the selling shareholder. Courts in most US states have upheld transfer restriction clauses in private company stock agreements.\n",{"question":426,"answer":427},"Do I need a lawyer to draft a stock agreement?","For a straightforward common stock issuance to a single founder or early employee at a nominal price, a high-quality template is generally sufficient. Engage a corporate attorney when the transaction involves preferred stock, accredited investor compliance for angel rounds, cross-border buyers, equity subject to existing investor rights agreements, or when the aggregate transaction value exceeds $100K. A typical template review costs $300–$800 and is worthwhile for any transaction that materially affects the cap table.\n",[429,433,437,441,445,449],{"industry":430,"icon_asset_id":431,"specifics":432},"Technology / SaaS","industry-saas","Founder stock agreements with four-year vesting and one-year cliff are standard at incorporation; 83(b) elections are nearly universal to avoid outsized tax bills at Series A.",{"industry":434,"icon_asset_id":435,"specifics":436},"Financial Services","industry-fintech","Regulatory licensing and FINRA/FCA registration may impose additional transfer restrictions; broker-dealer ownership changes often require regulatory pre-approval before any stock transfer closes.",{"industry":438,"icon_asset_id":439,"specifics":440},"Healthcare / Life Sciences","industry-healthtech","FDA-regulated entities and healthcare companies may have certificate-of-need or licensure requirements that restrict who can hold equity, making purchaser representations especially critical.",{"industry":442,"icon_asset_id":443,"specifics":444},"Professional Services","industry-professional-services","Law firms, accounting firms, and medical practices in many jurisdictions restrict share ownership to licensed professionals — the purchaser rep section must confirm licensing status and applicable state bar or board rules.",{"industry":446,"icon_asset_id":447,"specifics":448},"Manufacturing","industry-manufacturing","Export-controlled manufacturers subject to ITAR or EAR must screen foreign purchasers before any stock transfer; foreign ownership of more than a threshold percentage may trigger CFIUS review.",{"industry":450,"icon_asset_id":451,"specifics":452},"Real Estate","industry-real-estate","Stock transfers in real-estate-holding corporations may trigger transfer taxes or mortgage due-on-sale clauses; the agreement should include representations about the absence of such encumbrances.",[454,457,460,463],{"vs":89,"vs_template_id":455,"summary":456},"shareholders-agreement-D348","A stock agreement documents a single transaction — the purchase or issuance of a specific number of shares at a price. A shareholders agreement governs the ongoing rights and obligations of all shareholders — voting, board seats, drag-along, and co-sale rights. Both documents are typically needed: the stock agreement closes the deal; the shareholders agreement sets the rules of ongoing ownership. Using one without the other leaves material governance gaps.",{"vs":121,"vs_template_id":458,"summary":459},"stock-option-plan-D379","A stock option plan grants employees the right to purchase shares in the future at a fixed price (the strike price) upon meeting vesting conditions — no shares are issued at grant. A stock agreement transfers or issues actual shares immediately at a purchase price. Options defer both ownership and tax impact; a stock agreement with an 83(b) election can lock in a low tax basis on day one. The right instrument depends on whether immediate ownership or deferred optionality better serves the recipient.",{"vs":244,"vs_template_id":461,"summary":462},"shareholders-buy-sell-agreement-D350","A buy-sell agreement is a standing governance document that pre-establishes the terms under which shareholders must or may buy out each other's shares on trigger events — death, disability, retirement, or voluntary departure. A stock agreement is a transactional document for a specific, current share issuance or sale. Many companies use both: the stock agreement to issue shares at formation, and the buy-sell agreement to govern what happens to those shares over the company's life.",{"vs":237,"vs_template_id":464,"summary":465},"D{SAFE_AGREEMENT_ID}","A SAFE gives an investor the right to receive shares in a future priced round at a discount or valuation cap, without setting a price today. A stock agreement issues actual shares immediately at a fixed current price. SAFEs defer valuation disagreements; stock agreements require alignment on value now. SAFEs are common for pre-seed rounds where valuation is contested; stock agreements are more appropriate when both parties agree on price and want immediate, clean equity ownership.",{"use_template":467,"template_plus_review":471,"custom_drafted":475},{"best_for":468,"cost":469,"time":470},"Standard common stock issuances to a single domestic founder, co-founder, or early employee at a nominal price below $25,000","Free","30–60 minutes",{"best_for":472,"cost":473,"time":474},"Angel investor transactions, multi-founder issuances, any transaction above $25,000, or when existing investor rights agreements are in place","$300–$800","2–5 business days",{"best_for":476,"cost":477,"time":478},"Preferred stock rounds, cross-border purchasers, CFIUS-sensitive industries, or cap table structures involving multiple share classes and existing investor consent rights","$1,500–$5,000+","1–3 weeks",[480,485,490,495],{"code":481,"name":482,"flag_asset_id":483,"note":484},"us","United States","flag-us","Stock issuances to US persons must comply with federal securities law — typically Regulation D Rule 506(b) for private placements to accredited investors. Delaware law governs most startup equity transactions regardless of where the company operates. Section 83(b) elections must be filed with the IRS within 30 calendar days of grant; no extensions are permitted. State blue-sky laws may require a Form D filing at the state level within 15 days of the first sale.",{"code":486,"name":487,"flag_asset_id":488,"note":489},"ca","Canada","flag-ca","Private company share issuances in Canada fall under provincial securities law; each province has its own exempt distribution rules, with the 'accredited investor' and 'private issuer' exemptions being the most commonly used. Quebec corporate law imposes additional formalities for share transfers in provincially-incorporated companies. Canadian residents receiving shares subject to vesting should consult a tax advisor about the equivalent of an 83(b) election under subsection 7(1) of the Income Tax Act.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"uk","United Kingdom","flag-uk","UK private company share transfers require a duly stamped stock transfer form (J30) and payment of 0.5% Stamp Duty on transfers above £1,000; new issuances are exempt. Companies House must be notified of new shareholder allotments by filing a Return of Allotments (SH01) within one month. EMI (Enterprise Management Incentives) options are a tax-advantaged alternative to direct stock issuances for employees. Persons with Significant Control (PSC) rules require disclosure of shareholders owning more than 25%.",{"code":496,"name":497,"flag_asset_id":498,"note":499},"eu","European Union","flag-eu","Share transfer requirements vary significantly by member state — Germany requires notarial authentication for GmbH share transfers, while French SAS transfers require registration with the tax authorities. GDPR compliance is relevant when the agreement requires collection of personal data from the purchaser. The EU Prospectus Regulation provides exemptions for private placements to fewer than 150 non-qualified investors per member state. Beneficial ownership registers in most EU states require disclosure of new shareholders above 25% within a defined filing window.",[241,245,501,502,503,504,505,506,507,508,509,510],"stock-option-plan-D13284","non-disclosure-agreement-nda-D12692","subscription-agreement-D12537","investment-agreement-D12831","partnership-agreement-D12551","term-sheet-D473","joint-venture-agreement-D889","operating-agreement-D12711","employment-agreement_at-will-employee-D541","certificate-of-corporate-resolution-D3",{"emit_how_to":188,"emit_defined_term":188},{"primary_folder":99,"secondary_folder":513,"document_type":514,"industry":515,"business_stage":516,"tags":517,"confidence":523},"equity-and-mergers","agreement","general","startup",[518,519,520,521,522],"equity","shares","investor","stock-agreement","founder",0.95,"\u003Ch2>What is a Stock Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Stock Agreement\u003C/strong> is a legally binding contract that documents the issuance, purchase, sale, or transfer of shares in a corporation between the company and one or more shareholders. It identifies both parties by legal name, specifies the exact number and class of shares changing hands, establishes the purchase price and closing mechanics, and sets the terms that govern the shares going forward — including vesting schedules, repurchase rights, transfer restrictions, and securities law compliance obligations. Unlike a simple cap table entry or an informal email confirmation, a properly executed stock agreement creates an enforceable record that protects both the company and the shareholder if the transaction is ever disputed, audited, or scrutinized during a future financing round.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written stock agreement, a company's equity structure exists only in a spreadsheet — with no enforceable vesting schedule to protect against a co-founder who leaves after six months, no right of first refusal to stop shares from ending up with a competitor, and no 83(b) election notice to save a founder from an unexpected six-figure tax bill. Investors conducting due diligence for a Series A routinely request signed stock agreements for every prior equity issuance; missing or defective documentation can delay a round by weeks or kill it entirely. Regulators at the SEC and state securities boards look for evidence that unregistered share sales were made only to accredited investors — a requirement documented in the purchaser representations section of this agreement. This template gives you a court-ready, investor-accepted starting point that closes those gaps in under an hour for straightforward domestic transactions, and provides the structure a corporate attorney needs to adapt quickly for more complex deals.\u003C/p>\n",1781186012632]