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Restricted Stock Purchase Agreement

Restricted Stock Purchase Agreement Template for Nigeria

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Key Requirements PROMPT example:

Restricted Stock Purchase Agreement

"I need a Restricted Stock Purchase Agreement for our Nigerian tech startup to issue 100,000 restricted shares to our new CTO, with a 4-year vesting schedule starting March 1, 2025, and including both right of first refusal and tag-along rights."

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Document background
The Restricted Stock Purchase Agreement is a vital legal instrument used in Nigerian corporate practice when companies wish to sell shares while maintaining specific restrictions on their transfer and ownership. This document is particularly relevant when organizations want to implement employee stock ownership programs, retain key personnel, or maintain control over share distribution while complying with Nigerian corporate law. The agreement must conform to the Companies and Allied Matters Act (CAMA) 2020, Securities and Exchange Commission regulations, and other relevant Nigerian legislation. It typically includes detailed provisions on share pricing, vesting schedules, transfer restrictions, company repurchase rights, and tax implications. The document is commonly used in start-ups, growing companies, and established corporations looking to align employee interests with company success while maintaining control over share ownership.
Suggested Sections

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

2. Background: Context of the agreement and purpose of the restricted stock purchase

3. Definitions: 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: Method and timing of payment for the shares

6. Transfer Restrictions: Limitations on the transfer of shares and required procedures

7. Company's Right of First Refusal: Company's rights to repurchase shares before they can be sold to third parties

8. Repurchase Rights: Company's rights to repurchase shares upon certain triggering events

9. Representations and Warranties: Statements of fact by both parties regarding their capacity and authority

10. Share Certificates: Requirements for share certificates and restrictive legends

11. Compliance with Laws: Adherence to Nigerian securities laws and regulations

12. Termination: Circumstances under which the agreement can be terminated

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

Optional Sections

1. Vesting Schedule: Used when shares vest over time rather than being fully purchased upfront

2. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in the sale of the company

3. Tag-Along Rights: Include to protect minority shareholders by allowing them to join in sales by majority shareholders

4. Voting Agreement: Include when specific voting arrangements need to be established

5. Foreign Investment Provisions: Required when purchaser is a foreign investor, addressing NIPC requirements

6. Tax Provisions: Detailed tax handling when specific tax treatment needs to be addressed

7. Employment Relationship: Include when the stock purchase is tied to employment terms

8. Share Forfeiture: Include when shares may be forfeited under certain conditions

Suggested Schedules

1. Schedule A - Share Details: Detailed description of shares, including class, rights, and restrictions

2. Schedule B - Purchase Price Calculation: Formula or method for calculating the purchase price

3. Schedule C - Vesting Schedule: If applicable, detailed timeline of share vesting

4. Schedule D - Notice of Exercise: Form for exercising rights under the agreement

5. Schedule E - Shareholders Information: Details of existing shareholders and their holdings

6. Appendix 1 - Board Resolution: Copy of board resolution approving the share issuance

7. Appendix 2 - Securities Compliance: Documentation of compliance with SEC requirements

8. Appendix 3 - Tax Calculations: Details of tax implications and calculations

Authors

Alex Denne

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

alex.den.21@genieai.co
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Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Healthcare

Energy

Telecommunications

Real Estate

Consumer Goods

Education

Consulting

Start-ups

Relevant Teams

Legal

Human Resources

Finance

Corporate Secretariat

Compliance

Executive Leadership

Board Secretariat

Compensation and Benefits

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Human Resources Director

Compensation Manager

Legal Counsel

Finance Director

Board Member

Executive Director

Managing Director

Company Secretary

Compliance Officer

HR Manager

Stock Plan Administrator

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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