What Is A Restricted Stock Purchase Agreement

december 20th, 2020

“restricted portfolio,” common shares that are subject to standard transfer restrictions for shares of private companies and which repurchase or expire on the basis of a clearing plan. Vesting is usually over a four-year period (with an optional one-year stumbling block, i.e. the first vesting takes place after 12 months) and is conditional on the shareholder maintaining his relationship with the company as an employee or officer. 2.8.3. The Company is not required: (i) to transfer shares sold or transferred in violation of any of the provisions of this Agreement, or (ii) to treat them as owners of those shares or to grant the right, vote or distribute dividends to a purchaser or other purchaser to whom those shares have been transferred. 2.10. Compliance with securities laws. The purchaser acknowledges that the plan intends to comply with all provisions of the Securities Act and the Exchange Act, as well as all rules and rules adopted by the Securities and Exchange Commission, as well as state securities laws and regulations. Notwithstanding the opposite, the plan is managed and the shares are issued only in a manner consistent with these laws, rules and regulations. To the extent that existing legislation permits, the plan and this agreement are deemed to be amended to the extent necessary to comply with these laws, rules and regulations. The purchaser may not transfer in any way the shares issued under this agreement without the shares being no longer subject to the repurchase option, unless (i) the transfer is subject to an effective registration declaration under the Securities Act or the applicable rules and rules and rules, or (ii) legal assistance to the company, which has reasonably concluded that such registration is not necessary because of the possibility of an exemption from registration under the Securities Act. A restricted share purchase contract is common in startups and companies, but many founders wonder why it is used, its pros and cons.

Here`s a quick guide that gives you an overview. 2.6.1. Providing certificates. In order to facilitate the application of the provisions of Section 3, the buyer agrees, immediately after receiving a certificate for the shares subject to the buyback option, to obtain this certificate accompanied by a separate section. to provide the company secretary or the secretary`s representative with this certificate and the transfer separate of the certificate in trust and take all these measures and carry out all these assignments and/or exemptions in accordance with the conditions of this agreement. In accordance with the private equity plan [plan]( the “plan”), [the name of the business], it grants the purchaser below (“purchaser”) the right to acquire the number of shares of the Company`s common share (the “shares”) listed below, subject to all the conditions set out in the plan and in this share purchase agreement (the “agreement”). Unless otherwise defined, the terms defined in the plan have the same meanings defined in this share purchase agreement.

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