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Restricted Share Purchase Agreement Template for United States

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Key Requirements PROMPT example:

Restricted Share Purchase Agreement

"I need a Restricted Share Purchase Agreement for my tech startup to issue 50,000 restricted shares to our new CTO, with a four-year vesting schedule starting March 1, 2025, and including both right of first refusal and tag-along rights provisions."

Document background
The Restricted Share Purchase Agreement is commonly used when companies want to issue shares while maintaining control over ownership and creating retention incentives. This document, governed by U.S. securities laws, establishes terms for restricted share purchases, including vesting schedules, transfer limitations, and repurchase rights. It's particularly valuable for startups and established companies offering equity compensation to employees or dealing with early-stage investors. The agreement must comply with SEC regulations, state corporate laws, and often includes tax considerations under IRC Section 83.
Suggested Sections

1. Parties: Identifies the company issuing shares and the purchaser(s)

2. Background/Recitals: Sets forth the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Purchase and Sale of Shares: Details the number of shares, purchase price, and payment terms

5. Restrictions on Transfer: Specifies transfer limitations and holding period requirements

6. Vesting Provisions: Details vesting schedule and conditions

7. Representations and Warranties: Statements of fact from both parties regarding their capacity and authority

8. General Provisions: Standard legal provisions including governing law, notices, amendments

Optional Sections

1. Right of First Refusal: Company's right to purchase shares before third-party sale (used when company wants to control share ownership)

2. Tag-Along Rights: Right to join in sale of shares to third party (used to protect minority shareholders)

3. Drag-Along Rights: Right to force minority shareholders to join in sale (used when majority shareholders want exit flexibility)

4. Registration Rights: Rights regarding registration of shares for public sale (used when future public offering is contemplated)

5. Employee Provisions: Special terms for employee shareholders (used when shares are part of employee compensation)

Suggested Schedules

1. Schedule A - Share Details: Detailed information about shares being purchased including class, number, and price

2. Schedule B - Vesting Schedule: Detailed vesting timeline and conditions

3. Schedule C - Company Information: Key company information including capitalization table

4. Exhibit A - Stock Power: Form for transfer of shares back to company if required

5. Exhibit B - Section 83(b) Election Form: Tax election form template for restricted shares

6. Exhibit C - Spousal Consent: Consent form for spouse of purchaser if required by state law

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Securities Act of 1933: Federal law governing primary market transactions, including Rule 144 provisions for restricted securities issuance and transfer

Securities Exchange Act of 1934: Federal law regulating secondary market trading and establishing SEC oversight of securities transactions

Rule 701: SEC regulation providing exemption for equity compensation plans offered to employees, consultants, and advisors

Internal Revenue Code Section 83: Tax provisions governing restricted property transferred in connection with performance of services, including vesting implications

Section 409A: IRS regulations governing deferred compensation arrangements, including certain equity-based compensation

Blue Sky Laws: State-specific securities regulations governing the offering and sale of securities within individual states

Delaware General Corporation Law: Comprehensive state corporate law framework commonly used for incorporation, governing corporate structure and shareholder rights

ERISA: Employee Retirement Income Security Act governing employee benefit plans, including certain equity compensation arrangements

Stock Exchange Requirements: NYSE/NASDAQ listing requirements and regulations for public companies regarding equity issuance and trading

Corporate Governance Documents: Company-specific documents including Articles of Incorporation, Bylaws, and existing shareholder agreements that affect share issuance

Sarbanes-Oxley Act: Federal law establishing enhanced corporate governance and financial disclosure requirements for public companies

Dodd-Frank Act: Federal law implementing financial regulatory reform, including executive compensation and corporate governance provisions

Transfer Restrictions: Legal provisions limiting the ability to transfer restricted shares, including lock-up periods and regulatory requirements

Vesting Provisions: Terms governing the schedule and conditions under which restricted shares become fully owned by the recipient

Rights of First Refusal: Contractual provisions giving specified parties priority rights to purchase shares before they can be sold to third parties

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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