The Restricted Stock Purchase Agreement is a crucial document used when a Canadian company wishes to sell shares subject to certain restrictions and vesting conditions, typically as part of employee compensation or strategic investment arrangements. This agreement is essential for companies looking to align stakeholder interests while maintaining control over share ownership and transfer. It must comply with Canadian securities regulations, including provincial securities laws and national instruments, while addressing specific tax implications under the Canadian Income Tax Act. The document is particularly relevant for startups and growing companies using equity as a retention tool, and includes detailed provisions for share purchase terms, vesting schedules, transfer restrictions, and company repurchase rights. The agreement helps protect both the company's interests and provides clarity to purchasers regarding their rights and obligations under Canadian law.
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1. Parties: Identification of the Company and the Purchaser
2. Background: Context of the agreement, including the Company's authorization to issue shares and the Purchaser's desire to acquire them
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale of Shares: Details of the share purchase including number of shares, purchase price, and payment terms
5. Restrictions on Transfer: Limitations on the ability to transfer shares, including lock-up period and transfer conditions
6. Vesting Provisions: Schedule and conditions for share vesting, including any acceleration provisions
7. Repurchase Rights: Company's rights to repurchase shares under specific circumstances
8. Representations and Warranties: Statements of fact by both parties regarding their capacity and authority
9. Securities Law Compliance: Acknowledgments and agreements regarding securities law requirements
10. Tax Matters: Tax obligations, responsibilities, and elections
11. General Provisions: Standard contractual terms including notices, amendments, governing law
12. Execution: Signature blocks and date of agreement
1. Rights of First Refusal: Company's or other shareholders' rights to purchase shares before they can be sold to third parties
2. Tag-Along Rights: Purchaser's right to participate in sales by other shareholders
3. Drag-Along Rights: Company's right to force the Purchaser to participate in a sale
4. Voting Agreement: Specific provisions regarding voting rights and obligations
5. Employment Relationship: Required when shares are tied to employment status
6. Shareholder Obligations: Additional obligations such as confidentiality or non-competition
7. Share Certificates: Provisions regarding the issuance and legends on physical share certificates
1. Schedule A - Share Purchase Details: Detailed information about the shares, including number, class, and purchase price
2. Schedule B - Vesting Schedule: Detailed timeline and conditions for share vesting
3. Schedule C - Shareholders' Agreement: Referenced agreement governing broader shareholder relationships
4. Schedule D - Section 85 Election Form: Tax election form for Canadian tax purposes if applicable
5. Appendix 1 - Board Resolutions: Copy of board resolutions authorizing the share issuance
6. Appendix 2 - Subscription Form: Form completing the share subscription process
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