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Restricted Stock Purchase Agreement review

Founder / early-employee restricted stock purchase agreement subject to vesting and a § 83(b) election.

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What it checks

Purchase price stated

RSPA must state purchase price (often par or de minimis).

Critical · EQT-036

Vesting / repurchase right

RSPA must specify vesting schedule and corresponding repurchase right.

Critical · EQT-037

§ 83(b) election advisory

RSPA must include § 83(b) election advisory and 30-day deadline.

Critical · EQT-038

Stock-power exhibit / escrow arrangement

Repurchase right is typically enforced via stock power + escrow / book-entry restriction.

Warning · EQT-039

Right of first refusal

RSPA typically grants the company a ROFR on vested-share transfers (DGCL § 202).

Critical · EQT-040

Lock-up / market stand-off

Modern RSPAs include a 180-day IPO lock-up.

Warning · EQT-041

Securities-law legend on certificates

Restricted shares must bear Rule 144 / state-securities legends.

Critical · EQT-042

Every run also applies 108 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.

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