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Restricted Stock Purchase Agreement
"I need a Restricted Stock Purchase Agreement for our Nigerian tech startup to issue 100,000 restricted shares to our new CTO, with a 4-year vesting schedule starting March 1, 2025, and including both right of first refusal and tag-along rights."
1. Parties: Identification of the Company and the Purchaser(s)
2. Background: Context of the agreement and purpose of the restricted stock purchase
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale of Shares: Details of the shares being purchased, including quantity, class, and purchase price
5. Payment Terms: Method and timing of payment for the shares
6. Transfer Restrictions: Limitations on the transfer of shares and required procedures
7. Company's Right of First Refusal: Company's rights to repurchase shares before they can be sold to third parties
8. Repurchase Rights: Company's rights to repurchase shares upon certain triggering events
9. Representations and Warranties: Statements of fact by both parties regarding their capacity and authority
10. Share Certificates: Requirements for share certificates and restrictive legends
11. Compliance with Laws: Adherence to Nigerian securities laws and regulations
12. Termination: Circumstances under which the agreement can be terminated
13. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. Vesting Schedule: Used when shares vest over time rather than being fully purchased upfront
2. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in the sale of the company
3. Tag-Along Rights: Include to protect minority shareholders by allowing them to join in sales by majority shareholders
4. Voting Agreement: Include when specific voting arrangements need to be established
5. Foreign Investment Provisions: Required when purchaser is a foreign investor, addressing NIPC requirements
6. Tax Provisions: Detailed tax handling when specific tax treatment needs to be addressed
7. Employment Relationship: Include when the stock purchase is tied to employment terms
8. Share Forfeiture: Include when shares may be forfeited under certain conditions
1. Schedule A - Share Details: Detailed description of shares, including class, rights, and restrictions
2. Schedule B - Purchase Price Calculation: Formula or method for calculating the purchase price
3. Schedule C - Vesting Schedule: If applicable, detailed timeline of share vesting
4. Schedule D - Notice of Exercise: Form for exercising rights under the agreement
5. Schedule E - Shareholders Information: Details of existing shareholders and their holdings
6. Appendix 1 - Board Resolution: Copy of board resolution approving the share issuance
7. Appendix 2 - Securities Compliance: Documentation of compliance with SEC requirements
8. Appendix 3 - Tax Calculations: Details of tax implications and calculations
Authors
Board of Directors
Business Day
CAMA
Cause
Company
Confidential Information
Corporate Secretary
Date of Grant
Effective Date
Fair Market Value
Good Reason
Governing Law
Immediate Family Member
Issue Price
Notice
Parties
Purchase Price
Purchaser
Repurchase Option
Repurchase Price
Restricted Shares
Restrictions
Right of First Refusal
SEC
Share Certificate
Shareholders Agreement
Shares
Subsidiary
Tax
Term
Transfer
Triggering Event
Unvested Shares
Vested Shares
Vesting Commencement Date
Vesting Period
Vesting Schedule
Voting Rights
Working Days
Share Purchase
Payment Terms
Transfer Restrictions
Vesting
Right of First Refusal
Repurchase Rights
Representations and Warranties
Share Certificates
Voting Rights
Dividend Rights
Registration Rights
Tag-Along Rights
Drag-Along Rights
Confidentiality
Non-Competition
Non-Solicitation
Information Rights
Regulatory Compliance
Tax Provisions
Termination
Assignment
Notices
Amendment
Governing Law
Dispute Resolution
Severability
Entire Agreement
Force Majeure
Indemnification
Further Assurances
Technology
Financial Services
Professional Services
Manufacturing
Healthcare
Energy
Telecommunications
Real Estate
Consumer Goods
Education
Consulting
Start-ups
Legal
Human Resources
Finance
Corporate Secretariat
Compliance
Executive Leadership
Board Secretariat
Compensation and Benefits
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Human Resources Director
Compensation Manager
Legal Counsel
Finance Director
Board Member
Executive Director
Managing Director
Company Secretary
Compliance Officer
HR Manager
Stock Plan Administrator
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Restricted Stock Purchase Agreement
A Nigerian law-governed agreement detailing the sale of restricted company shares to specific individuals, including transfer restrictions and vesting conditions.
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