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This Equity Agreement (the “Agreement”) is made and entered into as of [DATE] (the “Effective Date”), by and among PixelForge Inc., a Delaware corporation having its principal place of business at [COMPANY ADDRESS] (the “Company”), and the following individuals (collectively, the “Founders” and individually, a “Founder”):
WHEREAS, the Founders have conceived, and intend to develop and operate, the business of the Company as further described herein;
WHEREAS, the Company desires to issue shares of its Common Stock to the Founders in consideration for their past and future services and contributions to the Company; and
WHEREAS, the Founders and the Company wish to set forth their agreements regarding the ownership of such shares, vesting conditions, transfer restrictions, and other related matters to align their interests for the long-term success of the Company.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below:
2.1. The Company has been duly formed as a Delaware corporation under the name “PixelForge Inc.”
2.2. The purpose of the Company is to engage in the business of [Clearly and comprehensively describe the business activities, products, services, and mission of the Company, e.g., "developing and marketing innovative software solutions for graphic design, including AI-powered image generation tools, collaborative design platforms, and related services for businesses and individual creators globally."] and to engage in any other lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
3.1. Authorized Stock: The Company is authorized to issue 10,000,000 shares of Common Stock.
3.2. Issuance of Shares to Founders: Subject to the terms and conditions of this Agreement, including the vesting provisions herein, the Company hereby issues, and the Founders hereby acquire, Shares as follows:
3.3. Consideration: The Founders acknowledge that the Shares are issued in consideration for their past and ongoing services, contributions of intellectual property (as further defined in Section 8), and commitment to the future development of the Company. Each Founder acknowledges receipt of their respective Shares at a purchase price equal to the par value per Share.
3.4. I recommend: Section 83(b) Election. Each Founder acknowledges that they have been advised to consult with their own tax advisor regarding the advisability of filing an election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, within thirty (30) days after the date of issuance of the Shares. Each Founder assumes all responsibility for filing such election, if they choose to do so. The Company makes no representation or warranty with respect to the tax consequences of this Agreement or the Shares.
4.1. Vesting Schedule: The Shares issued to each Founder shall be subject to vesting as follows: Twenty-five percent (25%) of the Founder’s total Shares shall vest on the first (1st) anniversary of the Vesting Commencement Date (the “Cliff Vesting Date”). The remaining seventy-five percent (75%) of the Founder’s total Shares shall vest in thirty-six (36) equal successive monthly installments thereafter, commencing on the first day of the month immediately following the Cliff Vesting Date, provided the Founder remains in continuous service to the Company through each such vesting date.
4.2. Forfeiture of Unvested Shares: If a Founder’s service with the Company terminates for any reason prior to the full vesting of all their Shares, any Shares that have not vested as of the date of such termination shall be immediately forfeited to the Company without consideration and shall be available for re-issuance by the Company.
4.3. I recommend: Acceleration of Vesting upon Change of Control (Double Trigger). Notwithstanding the foregoing, in the event of a Change of Control, if, within twelve (12) months following such Change of Control, a Founder’s service with the Company (or its successor) is terminated by the Company (or its successor) without Cause, or by the Founder for Good Reason, then one hundred percent (100%) of such Founder’s then-unvested Shares shall immediately accelerate and become fully vested as of the date of such termination.
5.1. Repurchase of Unvested Shares: As stated in Section 4.2, upon termination of a Founder’s service for any reason, all unvested Shares held by such Founder as of the termination date shall be automatically forfeited to the Company. The Company shall have the right, but not the obligation, to repurchase such unvested Shares at a price per Share equal to the original par value paid by the Founder for such Shares. The Company shall exercise this right by providing written notice to the Founder (or their estate) within ninety (90) days following the termination date, and the closing of such repurchase shall occur within thirty (30) days thereafter.
5.2. Repurchase of Vested Shares (Good Leaver/Bad Leaver):
5.3. Closing of Repurchase: The closing of any repurchase under Section 5.2 shall take place at the principal office of the Company, or such other place as mutually agreed, within sixty (60) days after the Company exercises its repurchase option. At the closing, the Founder (or their estate) shall deliver the share certificates representing the Shares being repurchased, duly endorsed for transfer, and the Company shall pay the aggregate repurchase price.
6.1. General Restriction: No Founder shall sell, assign, transfer, pledge, hypothecate, gift, or otherwise dispose of or encumber any Shares, whether vested or unvested, except in compliance with this Section 6 and applicable securities laws. Any attempted Transfer in violation of this Agreement shall be null and void.
6.2. Right of First Refusal (ROFR): Before any Founder may Transfer any vested Shares to a third party (other than a Permitted Transferee), such Founder shall deliver a written notice to the Company and the other Founders specifying the proposed transferee, number of Shares, and price and terms. The Company shall have thirty (30) days to elect to purchase all or a portion of those Shares, and if it does not, the other Founders shall have fifteen (15) days to do so, pro-rata. If unsold, the Shares may be transferred on the same terms.
6.3. I recommend: Permitted Transfers. Transfers to family members or with Board consent are exempt from ROFR but require transferee to agree to be bound by this Agreement.
6.4. I recommend: Tag-Along Rights (Co-Sale Rights). If a Founder proposes to sell vested Shares to a third party in a Change of Control or sale of >20% of their holdings, other Founders may participate pro-rata on the same terms.
6.5. I recommend: Drag-Along Rights. If Founders holding >66.7% of vested Shares approve a sale of all or substantially all of the Company, all Founders must vote and sell on the same terms, with 30 days’ notice.
7.1. Founders acknowledge that their ownership may be diluted by future equity issuances, including financing rounds, option plans, acquisitions, or partnerships. Founders waive preemptive rights unless separately granted.
8.1. Assignment: Each Founder assigns to the Company all right, title, and interest in any IP conceived, developed, or reduced to practice during service that relates to the Company’s business or uses its resources.
8.2. Further Assurances: Founders agree to execute documents and take actions to perfect the Company’s IP rights.
8.3. Pre-Existing IP: Founders represent they own or have rights to any IP they incorporate and grant the Company a perpetual, royalty-free license to use such Pre-Existing IP. A list is attached as Exhibit A, if applicable.
9.1. Confidential Information: Founders acknowledge access to trade secrets, customer lists, business plans, and other proprietary information.
9.2. Non-Disclosure: Founders agree not to use or disclose Confidential Information except for Company purposes, surviving termination.
9.3. Return of Materials: Upon request or termination, Founders will return all Confidential Information and materials.
10.1. Non-Competition: During service and for [1–2 years] after termination, Founders may not engage in competing businesses within [geographic area].
10.2. Non-Solicitation of Employees and Consultants: During service and for [1–2 years] after, Founders may not solicit Company employees or contractors.
10.3. Non-Solicitation of Customers/Clients: During service and for [1–2 years] after, Founders may not solicit Company customers or prospects they had material contact with.
10.4. Reasonableness: Restrictions are reasonable; unenforceable provisions will be modified to the maximum enforceable extent.
11.1. Initial Roles:
11.2. Evolution of Roles: Roles may evolve as the Company grows, subject to mutual agreement. Founders agree to dedicate full-time efforts (or specify part-time hours).
12.1. Good Faith Negotiation: Parties agree to negotiate disputes in good faith for 30 days.
12.2. Binding Arbitration: If unresolved, disputes shall be settled by AAA arbitration in [City, State], English, single arbitrator, costs shared equally. Decision is final and enforceable in court.
13.1. Deadlock: If Founders reach a material deadlock for 30 days, they will mediate for 15 days. If still unresolved, [specify tie‑breaker: CEO deciding vote on operations and unanimous Founder consent on strategic matters, or buy‑sell mechanism].
14.1. Notices shall be in writing and effective upon personal delivery; confirmed email/fax during business hours; 5 days after certified mail; or 1 day after overnight courier. Sent to addresses on signature page or as updated with 10 days’ notice.
15.1. This Agreement is governed by Delaware law, without conflicts principles.
15.2. Subject to arbitration requirement, parties submit to exclusive jurisdiction of Delaware state and federal courts.
16.1. This Agreement, with any Exhibits, constitutes the entire understanding and supersedes all prior agreements.
17.1. Amendments or waivers require written consent of the Company and Founders holding a majority of outstanding Shares; any adverse change to a Founder requires that Founder’s written consent. No waiver of one breach waives others.
18.1. If any provision is held invalid or unenforceable, it shall be severed and replaced with a valid provision as similar as possible; remainder remains in effect.
19.1. Failure to enforce any provision is not a waiver of that provision or right to enforce later. Waivers must be in writing.
20.1. This Agreement binds and benefits heirs, executors, successors, and permitted assigns. The Company may assign rights and obligations in connection with a Change of Control.
21.1. Headings are for convenience and do not affect meaning.
22.1. This Agreement may be executed in counterparts, each deemed an original, together one instrument. Fax or PDF signatures are original.
23.1. Each Founder acknowledges they have had the opportunity to consult their own legal counsel, have read and understand the Agreement, and sign voluntarily. Agreement prepared by [Law Firm or Company]; such counsel represents the Company, not individual Founders.
IN WITNESS WHEREOF, the parties hereto have executed this Equity Agreement as of the Effective Date first written above.
PixelForge Inc.
By: ___________________________
Name: [CEO NAME]
Title: CEO
Address: [COMPANY ADDRESS]
Email: [COMPANY EMAIL]
FOUNDERS:
[CEO NAME]
Signature: _________________________
Name: [CEO NAME]
Address: [CEO ADDRESS]
Email: [CEO EMAIL]
[CTO NAME]
Signature: _________________________
Name: [CTO NAME]
Address: [CTO ADDRESS]
Email: [CTO EMAIL]
[HEAD OF GROWTH NAME]
Signature: _________________________
Name: [HEAD OF GROWTH NAME]
Address: [HEAD OF GROWTH ADDRESS]
Email: [HEAD OF GROWTH EMAIL]
PRE-EXISTING INTELLECTUAL PROPERTY
(As referenced in Section 8.3)
Founder Name: ____________________
Description of Pre-Existing IP:
1. _________________________________________________________
2. _________________________________________________________
Founder Name: ____________________
Description of Pre-Existing IP:
1. _________________________________________________________
2. _________________________________________________________
Founder Name: ____________________
Description of Pre-Existing IP:
1. _________________________________________________________
2. _________________________________________________________
Drafted by 8contract.com.
Disclaimer: This generated contract is for informational and illustrative purposes only and does not constitute legal advice. It is crucial to consult with a qualified legal professional in your jurisdiction to ensure any agreement is tailored to your specific circumstances, complies with applicable laws, and adequately protects your interests. 8contract.com is not a law firm and does not provide legal services.
This Equity and Founders Agreement (the “Agreement”) is entered into as of [DATE] (the “Effective Date”) by and among PixelForge Inc., a Delaware corporation (the “Company”), and the following individuals (collectively, the “Founders” and individually, a “Founder”):
WHEREAS, the Founders have formed the Company to engage in [DESCRIPTION OF BUSINESS]; and
WHEREAS, the Founders wish to define their respective equity ownership, roles, rights, and obligations as shareholders and participants in the Company.
The Company has been duly incorporated in the State of Delaware as a corporation under the name "PixelForge Inc." The Certificate of Incorporation and Bylaws of the Company shall at all times remain consistent with the provisions of this Agreement.
The business of the Company shall be [INSERT DETAILED DESCRIPTION OF BUSINESS], or such other lawful business as may be determined by agreement of all Founders.
The principal office and mailing address shall be maintained at [INSERT ADDRESS], or such other location as determined by the Board of Directors.
The Company is authorized to issue up to 10,000,000 shares of Common Stock, par value $[XX] per share.
Upon the execution of this Agreement and satisfaction of all conditions, the Company shall issue to the Founders the following numbers of shares, representing the corresponding percentages of the fully diluted capitalization of the Company as of the Effective Date, subject to vesting as specified below:
All Shares issued to each Founder pursuant to this Agreement shall be subject to time-based vesting as follows: a four (4)-year vesting schedule with a one (1)-year cliff, commencing on the Vesting Commencement Date ([DATE]). No Shares shall vest in the first year; upon completion of one (1) full year of continuous service, 25% of the Shares will vest; thereafter, 1/48th of the Shares shall vest on a monthly basis over the next thirty-six (36) months, provided the Founder remains in Continuous Service (as defined below).
“Continuous Service” means uninterrupted service as an employee, consultant, officer, or director.
I recommend including: In the event of a Change of Control of the Company, any unvested Shares held by the Founders shall immediately vest in full (“Single-Trigger Acceleration”). Alternatively, the Board may elect Double-Trigger Acceleration:
If a Founder’s service is terminated for any reason before vesting, all unvested Shares shall be immediately forfeited, canceled, and revert to the Company.
The purchase price for all Shares issued to Founders under this Agreement shall be $[PAR VALUE] per Share unless otherwise agreed in writing.
Each Founder shall pay the full purchase price for his/her Shares by cash, check, or such other method as agreed by the Company and permitted by law, upon execution of this Agreement.
If a Founder’s Continuous Service terminates for any reason, the Company shall have the right, but not the obligation, to repurchase all or any portion of the unvested Shares at the original purchase price per share.
The Company must exercise this right by providing written notice to the applicable Founder (or his/her estate) within ninety (90) days of termination of service. Repurchase shall be completed within thirty (30) days of notice.
Upon repurchase, the applicable Founder shall execute all documents and instruments necessary to transfer such Shares to the Company or its designated assignee.
Prior to any voluntary sale, transfer, assignment, pledge, hypothecation, or other disposition (“Transfer”) of Shares, whether vested or unvested, by any Founder, such Founder shall first offer such Shares to the Company, and if the Company declines, to the other Founders, upon substantially the same terms and conditions as offered to the third party. The Company shall have thirty (30) days to elect to purchase any such Shares, followed by a fifteen (15)-day period for the remaining Founders.
I recommend specifying: Transfers to family members, family trusts, or entities controlled by a Founder are permitted, provided that the transferee agrees in writing to be bound by this Agreement.
No Founder may Transfer Shares to a competitor, or to any party not reasonably satisfactory to the Board.
All Transfers must be approved in writing by the Board of Directors.
The Founders expressly acknowledge that subsequent issuances of equity securities of the Company, including in connection with financing, share options, or employee benefit plans, may result in the dilution of their ownership interests.
Unless otherwise expressly granted by the Company’s Board or by written agreement, the Founders do not have any rights of first offer or preemption with respect to future share issuances.
I recommend including: The Company may establish and allocate additional shares to an equity incentive plan for future hires and key personnel, subject to Board approval.
(a) Good Leaver: A Founder is a Good Leaver if her/his service terminates by reason of death, permanent disability, or resignation not for Cause, or by mutual written agreement of the Founders and the Board.
(b) Bad Leaver: A Founder is a Bad Leaver if terminated for Cause, as defined below.
“Cause” shall mean (i) gross misconduct or gross negligence in the performance of duties, (ii) acts of fraud, dishonesty, or misappropriation involving Company property, (iii) breach of any material provision of this Agreement or Company policy, (iv) conviction or plea of nolo contendere to any felony.
Each Founder shall maintain the strict confidentiality of all non-public information acquired in relation to the Company, at all times during and after association with the Company.
Each Founder hereby irrevocably assigns and conveys to the Company all rights, title, and interest in and to any inventions, works, designs, discoveries, improvements, processes, developments, or intellectual property (“IP”) conceived or reduced to practice during service to the Company, or otherwise relating to the Company’s business.
Each Founder agrees to execute such further documents and perform such acts as may be reasonably required to permit the Company to protect its interests.
For a period of one (1) year following termination of service (however arising), no Founder shall, directly or indirectly, engage in or assist any business which competes with the Company in [DEFINE GEOGRAPHY/SCOPE].
For a period of two (2) years following termination, no Founder shall solicit for employment or other services any Company employee, contractor, or customer, nor induce or attempt to induce any client, supplier, or contractor to reduce their business with the Company.
The CEO, CTO, and Head of Growth agree to devote their best efforts and substantially all of their business time to the affairs of the Company, and to perform duties as assigned by the Board consistent with their roles.
The initial Board of Directors shall consist of the Founders. Any change in Board composition shall require the written consent of a majority of the Founders.
that he/she has the legal capacity and authority to enter into this Agreement, is not bound by any other agreement conflicting with these terms, and will comply with all laws in connection with Company activities.
the Company shall indemnify and hold harmless each Founder from claims or liabilities arising from their good faith activities for the Company, provided such activities were not undertaken in knowing violation of law or this Agreement.
The Company shall keep true and correct books of account, and furnish to each Founder quarterly and annual financial statements.
Each Founder shall have access to inspect such books and records at reasonable times and upon reasonable notice.
Any dispute, claim, or controversy arising out of, relating to, or in connection with this Agreement, including questions regarding its interpretation, formation, or validity, shall be exclusively and finally resolved by binding arbitration conducted in accordance with the rules of the American Arbitration Association then in effect. The seat of arbitration shall be [City, State], and proceedings shall be in English.
I recommend: Any party may apply to a court of competent jurisdiction for interim measures of protection prior to the appointment of an arbitrator.
The arbitrator may award reasonable attorneys’ fees and costs to the prevailing party.
Any notice or other communication required under this Agreement shall be in writing and delivered by hand, by certified mail (return receipt requested), by recognized overnight courier, or by email with confirmation of receipt to the parties at the addresses set forth above (or as updated by written notice).
This Agreement (including schedules and exhibits hereto) constitutes the entire understanding of the parties with respect to the matters herein and supersedes all prior agreements and representations, whether oral or written.
No amendment, modification, or waiver of any provision of this Agreement will be valid unless in writing and signed by all parties.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles.
If any provision herein is held invalid or unenforceable, the remainder shall remain in full force, and a valid, enforceable provision most closely approximating the intent and economic effect shall be substituted.
This Agreement may be executed in counterparts (including electronic signatures), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
All provisions which by their nature should survive termination of this Agreement shall so survive, including but not limited to confidentiality, intellectual property assignment, non-compete, and dispute resolution clauses.
IN WITNESS WHEREOF, the parties hereto have executed this Equity and Founders Agreement as of the Effective Date.
Drafted by 8contract.com
This Equity Agreement (the “Agreement”) is made and entered into as of [DATE] by and among PixelForge Inc., a Delaware corporation (the “Company”), and the following individuals (collectively, the “Founders” and individually, a “Founder”):
WHEREAS, the Founders have collaborated to conceive, develop, and launch the business and operations of PixelForge Inc.; and
WHEREAS, the Founders recognize the significant contributions and ongoing commitment required from each individual for the successful growth and development of the Company; and
WHEREAS, the parties desire to establish a clear and legally binding framework for the allocation, ownership, and vesting of equity in the Company, as well as to define the rights and responsibilities of each Founder with respect to their equity holdings.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the payment of one dollar ($1.00) by each party to the other party, the receipt and sufficiency of which is hereby acknowledged, and for other good and valuable consideration, the parties agree as follows:
The Company has been duly formed as a Delaware corporation and is validly existing and in good standing under the laws of the State of Delaware.
The primary purpose of the Company is to [Clearly and briefly state the purpose of the company, e.g., develop and commercialize innovative software solutions for the gaming industry]. This purpose may be modified from time to time by the board of directors of the Company.
The Company's Certificate of Incorporation authorizes the issuance of 10,000,000 shares of common stock, with a par value of $[PAR VALUE] per share (the “Shares”). The par value per share is the minimum legal price at which the shares can be issued.
Subject to the terms and conditions of this Agreement, including the vesting schedule set forth in Section 4, the Company shall issue to the Founders, at the par value per share, the following percentages of the Shares, representing the total initial equity allocation among the Founders:
The Shares shall be issued in the names of the Founders as follows: [CEO Name], [CTO Name], [Head of Growth Name]. Stock certificates, or electronic equivalents, shall be issued to each Founder representing their respective number of Shares, subject to the restrictive legends set forth in Section 6.
[Briefly describe key responsibilities, e.g., overall strategic direction, fundraising, external communications].
[Briefly describe key responsibilities, e.g., technology development, product architecture, technical team management].
[Briefly describe key responsibilities, e.g., marketing strategy, user acquisition, business development].
The Shares issued to each Founder shall be subject to a time-based vesting schedule (the “Vesting Schedule”) over a period of four (4) years (the “Vesting Period”), commencing on the Vesting Commencement Date ([DATE]).
If a Founder’s Continuous Service terminates for any reason prior to the first anniversary of the Vesting Commencement Date (the “Cliff Date”), all Shares held by such Founder shall be immediately forfeited to the Company for no consideration.
After the Cliff Date, provided a Founder remains in Continuous Service, the remaining unvested Shares shall vest in equal monthly installments over the remaining three (3) years. Each installment occurs on the corresponding day of each month following the Cliff Date.
“Continuous Service” means the uninterrupted provision of services to the Company by a Founder, whether as an employee, officer, director, consultant, or advisor. Authorized leaves do not terminate Continuous Service.
I recommend adding: In the event of a Change of Control, [specify acceleration percentage] of unvested Shares shall automatically vest. A “Change of Control” means (i) a merger or acquisition where prior stockholders hold <50% voting power post-transaction; or (ii) sale of all or substantially all assets.
If a Founder’s Continuous Service terminates, the Company has an option for [NUMBER] days to repurchase unvested Shares at the original purchase price.
The repurchase price for unvested Shares is the par value per share as set forth in Section 2.1.
Payment shall be made in cash within thirty (30) days of exercise of the repurchase option.
No Founder may transfer Shares except in accordance with this Agreement; any such transfer is void.
Before any transfer, a Founder must give notice to the Company and other Founders. The Company has [NUMBER] days to purchase the Shares, followed by [NUMBER] days for other Founders.
All certificates shall bear legends regarding this Agreement’s transfer restrictions and SEC registration requirements.
The Founders acknowledge future issuances (e.g., financing rounds, option plans) may dilute their ownership. No preemptive rights exist unless separately granted.
Termination due to death, disability, or resignation not for Cause.
Termination for Cause, including felony conviction, willful misconduct, or material breach.
Good Leaver: Company may repurchase vested Shares at fair market value and unvested at par value.
Bad Leaver: Company may repurchase all Shares at par value. Exercise period: [NUMBER] days.
All IP developed by Founders in the course of service related to the Company’s business is assigned to the Company. Founders agree to execute necessary documents.
Founders shall hold all Confidential Information in strict confidence during and after service, using it only for Company benefit, except as required by law.
During service and for [NUMBER] months thereafter, Founders shall not solicit employees, contractors, clients, or partners away from the Company or for competitive business.
Disputes are resolved by binding arbitration under AAA Commercial Rules in [CITY, STATE], conducted in English. Parties may seek injunctive relief in court pending arbitration.
This Agreement, the Certificate of Incorporation, and Bylaws constitute the entire agreement among the parties regarding its subject matter.
Governing law: internal substantive laws of the State of Delaware, without conflict principles.
This Agreement may be executed in counterparts, each an original, including electronic signatures.
Notices must be in writing, delivered personally, by certified mail, overnight courier, or email with confirmation, to the addresses below:
If to the Company:
PixelForge Inc.
[Company Address]
Email: [Company Email]
Attention: Board of Directors
If to a Founder:
[Name]
[Address]
Email: [Email]
If any provision is invalid or unenforceable, the remainder remains in effect. Parties shall negotiate a valid substitute reflecting original intent.
This Agreement binds and benefits parties’ heirs, successors, and permitted assigns. No assignment without others’ prior written consent.
No waiver is effective unless in writing and signed. A single waiver does not waive other breaches or rights.
Headings are for reference only and do not affect interpretation.
This Agreement may be executed by electronic signature, with full legal effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Drafted by 8contract.com
This Equity Agreement (the “Agreement”) is made and entered into as of [DATE] by and among PixelForge Inc., a Delaware corporation (the “Company”), and the following individuals (collectively, the “Founders” and individually, a “Founder”):
WHEREAS, the Founders desire to form the Company and contribute their respective expertise, skills, and efforts to its success; and
WHEREAS, the parties desire to define their respective roles, responsibilities, and equity ownership in the Company.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
The Company has been formed as a Delaware corporation under the name “PixelForge Inc.”
The purpose of the Company is to [Clearly and briefly state the purpose of the company], in accordance with business standards and practices in the respective industry.
The Company is authorized to issue 10,000,000 shares of common stock (the “Shares”), with details on par value as determined in the Company’s Articles of Incorporation.
The Company shall conduct an annual review of its capitalization table, which shall be shared with the Founders within a reasonable time frame (no later than 30 days after the review).
Subject to the terms and conditions of this Agreement, the Company shall issue to the Founders the following percentages of the Shares:
The Shares shall be issued in the names of the Founders as follows: [CEO Name], [CTO Name], [Head of Growth Name].
Each Founder acknowledges and agrees that the percentage of Shares allocated may be subject to adjustments upon the occurrence of stock splits, consolidations, or similar actions.
The Shares issued to each Founder shall be subject to a vesting schedule of four (4) years from the date of this Agreement (the “Vesting Commencement Date”), with a one (1) year cliff.
If a Founder’s service with the Company terminates for any reason prior to the first anniversary of the Vesting Commencement Date, all Shares held by such Founder shall be immediately forfeited to the Company at no cost.
After the one (1) year cliff, the Shares shall vest in equal monthly installments over the remaining three (3) years. The first monthly vesting date after the cliff will be February 1, 2026, assuming a Vesting Commencement Date of January 1, 2025.
I recommend including provisions that allow for accelerated vesting in specific circumstances, such as a change of control of the Company, ensuring that Founders can benefit from their contributions should the Company be sold.
If a Founder’s service with the Company terminates for any reason, the Company shall have the option, but not the obligation, to repurchase any unvested Shares held by such Founder.
The repurchase price for unvested Shares shall be the original purchase price (par value).
I recommend detailing a timeline for the exercise of this repurchase option, specifying that the Company must provide written notice to the Founder within [NUMBER] days of termination, and the transaction must be completed within [NUMBER] days after the notice.
No Founder shall sell, transfer, assign, pledge, or otherwise dispose of any Shares, whether vested or unvested, without first offering the Company and the other Founders the right of first refusal to purchase such Shares.
The Company and the other Founders shall have [NUMBER] days to exercise their right of first refusal. The purchase price and other terms shall be the same as those offered by the third party.
I recommend including provisions for permissible transfers, including gifting Shares to family members or trusts, to provide flexibility in certain situations while maintaining overall control.
The Founders acknowledge and agree that their equity ownership may be diluted as a result of future issuances of Shares by the Company, including but not limited to issuances in connection with future financing rounds, acquisitions, or employee equity incentive plans.
I recommend including a clause to require the Company to provide notice to the Founders regarding any financing or issuance of additional Shares, explaining the potential impact on their ownership percentage as soon as possible (ideally within [NUMBER] days) after such decisions are made.
A “Good Leaver” is defined as a Founder whose service with the Company terminates due to: (i) death; (ii) disability; or (iii) resignation for a reason other than “Cause” (as defined below).
A “Bad Leaver” is defined as a Founder whose service with the Company terminates due to “Cause.” "Cause" shall mean termination resulting from (i) conviction of any felony or crime involving moral turpitude, (ii) willful misconduct or gross negligence in the performance of duties, (iii) material breach of this Agreement, or (iv) any act of dishonesty or fraud with respect to the Company.
I recommend conducting an annual review of the criteria for Good Leaver and Bad Leaver definitions to ensure continued relevance and fairness in light of changing circumstances within the Company.
Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [CITY, STATE]. The decision of the arbitrator shall be final and binding on all parties.
I recommend including a provision that each party shall bear their own legal and arbitration fees unless decided otherwise by the arbitrator. This could incentivize a more cooperative dispute resolution process.
I also recommend including a provision that requires the parties to attempt mediation prior to arbitration, as mediation often resolves issues in a more amicable manner.
This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
I recommend including a clause stating that any amendments to this Agreement must be made in writing and signed by all parties to ensure clarity and mutual consent.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
The parties have executed this Agreement as of the date first written above.
Drafted by 8contract.com.