Restricted Stock Purchase Agreement

What is a restricted share purchase agreement? A limited share purchase agreement often occurs to new owners of the start-up as part of the share issue. Shares and shares of a new entity can be easily issued to new shareholders or issued in writing. A restricted share purchase agreement is a kind of written agreement that limits the shareholder`s rights to issued shares. Restrictions generally limit the sale, transfer, etc., of shares and grant a number of rights to the company for the repurchase of shares, the exercise of a right of pre-emption and others. The founders use limited actions to ensure that each of the other founders continues to contribute to the company. Imagine, for example, that a company`s shares are divided among five founders. Six months after the venture, one of the founders decides that he is tired of living on a top ramen budget. He decided to find a paid job and left the company and the other founders. Three years later, the company did a few rounds of financing VC, and the other four founders built its value up to tens of millions. The founder, who was saved in the early stages, is now a millionaire of risk-taking and the efforts of the other four founders he saved. Instead of authorizing this result, the founders will limit each other`s shares and submit to a vesting schedule, so that the un acquired shares of an outgoing founder can be repurchased by the company. 1.1. Vesting Calendar.

Shares subject to this agreement are transferred according to the following schedule: 25% (25%) the shares are released by the company`s buy-back option (as defined in the agreement) on the first anniversary of the vesting date, and 1/48 of the total number of shares is then released by the company`s buy-back option, so that 100% of the shares are released from this buyback option on the fourth (fourth anniversary) of the Vesting launch date, provided that the buyer remains a service provider until each reference date. 2.4.4. Purchase price. The purchase price (“purchase price”) for the shares repurchased under this Section 5 is the price offered. If the proposed price contains consideration other than cash, the House sets in good faith the value of the consideration not related to the means of payment. 2.3.1. 100% (100%) shares are first subject to the company`s buy-back option (defined below). Many entrepreneurs feel that they will make their start-up more attractive to investors by putting in place a vesting schedule in their actions. This is unlikely, as investment transactions with highly developed institutional investors and angels are conditional on investors agreeing to a satisfactory stock restriction agreement. If there is one, investors can authorize or propose a new one, which reactivates some or all of the penetration, and if one of them does not exist, investors can condition the agreement when executing such an agreement. A standard 4-year vesting schedule with a one-year stumbling block (or a restricted stock agreement with acceptable VCs conditions) prior to the deal may be beneficial to the founders if investors do not need it for the transaction, since the blackout period has already begun.

Otherwise, they could try to negotiate the equivalent of a few months of vesting. However, the existence or absence of a stock restriction agreement is unlikely to affect the company`s attractiveness to investors unless there is reason to believe that the co-founders will not enter into agreements for the conclusion of the agreement. 2.4.5. Payment. The payment of the purchase price is made at the company`s choice or its holder in cash (by cheque), by cancelling all or part of the holder`s outstanding debt with the company (or, in the event of a buyout by an assignee, the assignee) or by any combination of the owner within thirty (30) days of receipt of the notification or in the manner agreed by the company.