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Restricted Stock Purchase Agreement

Restricted Stock Purchase Agreement Template for India

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Key Requirements PROMPT example:

Restricted Stock Purchase Agreement

"Need a Restricted Stock Purchase Agreement for our India-based technology startup to issue 10,000 restricted shares to a senior software developer, with a 4-year vesting schedule starting March 2025 and standard transfer restrictions."

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Document background
The Restricted Stock Purchase Agreement is a crucial document used when a company wishes to issue shares with certain transfer restrictions and conditions attached. This agreement is particularly important in the Indian corporate landscape, where companies must comply with specific regulatory requirements under the Companies Act, 2013, SEBI regulations, and other applicable laws. It is commonly used for employee stock programs, investor arrangements, or closely-held company structures where maintaining control over share ownership is essential. The agreement typically includes detailed provisions about share pricing, transfer restrictions, vesting schedules (if applicable), regulatory compliance requirements, and shareholder rights. It serves as a vital tool for companies to maintain control over their shareholding while providing equity opportunities to key stakeholders, all while ensuring compliance with Indian corporate and securities laws.
Suggested Sections

1. Parties: Identification of the Company and the Purchaser(s) with complete details

2. Background: Context of the agreement, including company details and purpose of the stock purchase

3. Definitions: Definitions of key terms used throughout the agreement

4. Purchase and Sale of Shares: Details of the shares being purchased, including number, class, and purchase price

5. Payment Terms: Structure and timing of payment for the shares

6. Transfer Restrictions: Limitations on the ability to transfer shares, including lock-in period and right of first refusal

7. Representations and Warranties: Statements of fact by both parties regarding their capacity and authority to enter into the agreement

8. Company's Rights and Obligations: Company's commitments regarding share issuance and maintenance of records

9. Purchaser's Rights and Obligations: Purchaser's commitments regarding compliance with restrictions and payment obligations

10. Term and Termination: Duration of restrictions and circumstances under which the agreement can be terminated

11. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

12. Miscellaneous: Standard provisions including notices, amendments, and severability

Optional Sections

1. Vesting Schedule: Include when shares are subject to vesting over time, typically for employee stock purchase agreements

2. Tag-Along Rights: Include when minority shareholders need protection in case of majority stake sale

3. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in the sale

4. Foreign Investment Compliance: Include when purchaser is a non-resident Indian or foreign national

5. Board Seat Rights: Include when the stock purchase includes rights to board representation

6. Anti-Dilution Protection: Include when protecting against future dilution of shareholding

7. Information Rights: Include when granting specific rights to access company information

8. Exit Rights: Include when specific exit mechanisms need to be defined

Suggested Schedules

1. Schedule A - Share Details: Detailed description of shares including class, number, and distinctive numbers

2. Schedule B - Purchase Price Calculation: Breakdown of share price calculation and valuation details

3. Schedule C - Vesting Schedule: Detailed timeline and conditions for share vesting, if applicable

4. Schedule D - Shareholders' Information: Complete details of purchaser(s) including KYC documents

5. Schedule E - Company Information: Key company details including registration, directors, and capital structure

6. Appendix 1 - Share Transfer Form: Template for share transfer documentation

7. Appendix 2 - Board Resolution: Copy of board resolution approving the share issuance

8. Appendix 3 - Compliance Certificates: Relevant regulatory and statutory compliance certificates

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
Clauses

































Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Healthcare

E-commerce

Telecommunications

Consulting

Real Estate

Education Technology

Biotechnology

Software Development

Relevant Teams

Legal

Human Resources

Finance

Compliance

Corporate Secretarial

Executive Leadership

Corporate Development

Compensation & Benefits

Investment Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

HR Director

Compliance Officer

Investment Manager

Corporate Lawyer

Board Director

Equity Compensation Manager

Financial Controller

Corporate Finance Manager

HR Business Partner

Compensation Specialist

Industries







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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