Gate A instrument (pre-Atlas) — executed 2026-07-17. Not legal advice. Counsel review recommended before confirmatory Atlas assignments. Signed PDFs stay in a private vault — never commit executed copies or personal details to git.
Parent pack: Founder equity & IP · Schedule: Prior invention schedule.
Parties
| Role | Party |
|---|---|
| Founder | Mushood Hanif (“Founder”) |
| Company | The Delaware C-Corp to be formed for the Haga business via Stripe Atlas (the “Company”), and until formation, the Founder’s obligation is held for the benefit of that Company |
1. Equity structure (locked intent)
At incorporation, Founder intends that fully diluted capitalization reflect:
| Slice | % FD | Notes |
|---|---|---|
| Founder (Mushood Hanif) | 90% | Restricted common / RSA per Atlas + counsel package |
| Employee / advisor option pool (unissued) | 10% | Created at incorporation; hire / co-founder grants from pool only |
This sits inside the locked band (85–90% founder / 10–15% pool). Exact share counts and certificate language follow Atlas / counsel forms. No multi-founder split; no reserved placeholder equity for uncommitted candidates.
Vesting (locked)
| Term | Locked |
|---|---|
| Schedule | 4 years from vesting start |
| Cliff | 1 year (25% at cliff; monthly thereafter unless counsel specifies quarterly) |
| Vesting start | Incorporation date |
| Acceleration | None by default |
| Unvested on departure | Company repurchase / returns per RSA terms |
Founder will file any required 83(b) election within the statutory window after grant — counsel confirms mechanics; do not DIY.
2. Assignment of IP
Founder hereby assigns (and agrees to assign) to the Company, and until formation holds in trust for the Company, all right, title, and interest in and to:
- Software —
haga-core,haga-web, experiments, notebooks, scripts, configs, CI - Documentation — technical specs, commercial thesis/narrative, dataroom content authored for Haga
- Brand — name, logos, tokens, domain-related goodwill created for Haga
- Methodology & data — evaluation harness ideas, scoring calibration, labeled sets, comparative datasets created for Haga
- Work product — inventions, improvements, and materials conceived or reduced to practice in connection with Haga, whether or not patentable
Carve-outs: only items listed on the Prior invention schedule. Current schedule: none.
Ongoing obligations
- Further assurances — execute filings and confirmatory assignments after incorporation
- Moral rights waiver to the extent allowed by applicable law
- Confidentiality — customer artifacts and comparative data per IP strategy
- Open source — no Haga core IP published under OSS without written Founder (or board post-incorporation) approval; third-party OSS remains under its license
Not the fundraising vehicle: no Pakistan company registration as IP or fundraising holder.
3. Confirmatory step at Atlas
Within a reasonable time after Delaware C-Corp formation, Founder will:
- Execute confirmatory IP assignments into the Company
- Accept founder restricted stock consistent with §1
- Help record the option pool in cap table software
4. Signature block (execute on PDF)
FOUNDER
Name: Mushood Hanif
Date: 2026-07-17
Signature: [executed on PDF — vaulted outside git]
| Step | Done |
|---|---|
| Counsel review (recommended) | [ ] Deferred — before confirmatory Atlas assignments |
| PDF signed | [x] 2026-07-17 |
| Stored in private vault (not in this room) | [x] 2026-07-17 |
| Founder equity & IP signature tracker updated | [x] 2026-07-17 |
Page status → Ready; INCORPORATION_GATES.gateAFounderEquityIp.met → true |
[x] 2026-07-17 |
Gate A is Ready. Atlas and investor unlock still follow Formation checklist and remaining incorporation gates.