Restricted Stock Purchase Agreement Template for Singapore

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Key Requirements PROMPT example:

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."

Document background
A Restricted Stock Purchase Agreement is commonly used in Singapore when companies wish to sell shares while maintaining certain controls over ownership and transfer. These agreements are particularly prevalent in employee equity programs, startup funding arrangements, and corporate restructuring. The document must comply with Singapore's robust regulatory framework, including the Companies Act and Securities and Futures Act. It typically includes detailed provisions on vesting schedules, transfer restrictions, shareholder rights, and company protections, while accounting for Singapore's specific corporate governance requirements and tax implications.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

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

Clauses
Industries

Companies Act 1967: Primary corporate legislation in Singapore governing company formation, operation, and management including share issuance and transfer

Securities and Futures Act 2001: Regulates the securities market, including share offerings and trading restrictions

Income Tax Act 1947: Governs taxation implications of share transfers and employee stock plans

Employment Act 1968: Relevant when restricted stock is offered as part of employee compensation

Central Provident Fund Act: Addresses CPF contribution implications related to share-based compensation

MAS Guidelines: Monetary Authority of Singapore's regulatory framework for securities and financial instruments

SGX Listing Rules: Singapore Exchange requirements for listed companies' share issuance and transfer

Code of Corporate Governance: Guidelines for corporate governance practices including share-based incentives

Contract Act 1872: Fundamental principles of contract law applicable to share purchase agreements

Prospectus Requirements: Rules governing disclosure requirements and exemptions for share offerings

Transfer Restrictions: Legal framework for implementing share transfer limitations and procedures

Tax Treatment Guidelines: Specific rules regarding taxation of share acquisitions, capital gains, and stamp duty

Vesting Provisions: Legal requirements and restrictions for implementing share vesting schedules

Shareholder Rights: Legal framework for rights of first refusal, tag-along/drag-along rights, voting rights, and dividend rights

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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