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Stock Transfer Restriction Agreement
"Need a Stock Transfer Restriction Agreement for our Singapore-based technology startup with 5 founding shareholders, including specific provisions for right of first refusal and a 3-year lock-up period starting January 2025."
1. Parties: Identification of all parties to the agreement including company and shareholders
2. Background: Context of the agreement, existing shareholding structure, and purpose of restrictions
3. Definitions: Key terms used throughout the agreement including Share, Transfer, Permitted Transfer, etc.
4. Transfer Restrictions: Core restrictions on share transfers including prohibited transfers and conditions
5. Right of First Refusal: Process and procedures for offering shares to existing shareholders before external sale
6. Transfer Process: Detailed procedures for executing permitted transfers including documentation and timing
7. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
8. Governing Law: Specification of Singapore law as governing law and jurisdiction
1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares on same terms as majority shareholders
2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale of company
3. Share Valuation: Specific methodology and process for determining fair value of shares
4. Death/Incapacity Provisions: Special provisions governing transfer of shares upon death or incapacity of shareholders
1. Schedule 1: Shareholder Details: Complete list of current shareholders and their shareholdings
2. Schedule 2: Share Transfer Notice: Template form for notifying intention to transfer shares
3. Schedule 3: Valuation Methodology: Detailed procedures and formulas for share valuation
4. Appendix A: Deed of Adherence: Template agreement for new shareholders to be bound by transfer restrictions
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