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Restricted Stock Purchase Agreement
"Need a Restricted Stock Purchase Agreement for our Singapore-based fintech startup to issue 50,000 shares to our new CTO, with a 4-year vesting schedule starting March 2025 and standard good leaver/bad leaver provisions."
1. Parties: Identifies all parties to the agreement with full legal names and addresses
2. Background/Recitals: Sets out the context and purpose of the restricted stock purchase
3. Definitions: Defines 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: Specifies how and when payment for shares will be made
6. Restrictions on Transfer: Details of transfer restrictions and vesting conditions
7. Representations and Warranties: Standard representations from both purchaser and company
8. Termination: Circumstances under which the agreement can be terminated
9. Governing Law: Specifies Singapore law as governing law
1. Right of First Refusal: Company's right to purchase shares before they can be sold to third parties
2. Tag-Along Rights: Right of minority shareholders to join in sale of shares
3. Drag-Along Rights: Majority shareholders' right to force minority to join in sale
4. Employment Provisions: Link between employment and share ownership
1. Share Certificate: Copy of the share certificate(s)
2. Vesting Schedule: Detailed timeline of when restrictions on shares lapse
3. Shareholders' Agreement: Reference to or copy of existing shareholders' agreement
4. Board Resolution: Copy of board resolution approving the share issuance
5. Valuation Report: If required, independent valuation of shares
Authors
Board
Business Day
Closing
Closing Date
Company
Company Securities
Constitution
Directors
Encumbrance
Fair Market Value
Forfeiture Event
Good Leaver
Listing Rules
MAS
Ordinary Shares
Purchase Price
Purchaser
Restricted Period
Restricted Shares
Securities and Futures Act
SGX
Share Certificate
Shareholders' Agreement
Shares
Singapore Dollars
SGD
Transfer
Unvested Shares
Vested Shares
Vesting Date
Vesting Period
Vesting Schedule
Payment Terms
Representations and Warranties
Vesting
Transfer Restrictions
Right of First Refusal
Drag-Along Rights
Tag-Along Rights
Repurchase Rights
Voting Rights
Dividend Rights
Information Rights
Board Matters
Employment Conditions
Termination
Forfeiture
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Compliance with Laws
Share Certificates
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Dispute Resolution
Further Assurance
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