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1. Parties: Identification of the company and stockholders entering into the agreement

2. Background: Context of the agreement and purpose of the stock ownership arrangement

3. Definitions: Key terms used throughout the agreement including definitions of Securities, Shares, Transfer, etc.

4. Stock Purchase Terms: Details of stock acquisition, including price, payment terms, and closing conditions

5. Transfer Restrictions: Limitations on ability to transfer shares and permitted transfer scenarios

6. Voting Rights: Shareholder voting rights, procedures, and any special voting arrangements

7. Representations and Warranties: Statements of fact and assurances from both the company and shareholders

8. Termination: Circumstances under which the agreement can be terminated and consequences

9. Governing Law: Jurisdiction and applicable law governing the agreement

1. Schedule A - Shareholder Information: Detailed list of shareholders with their respective shareholdings and contact information

2. Schedule B - Share Certificate Form: Template for share certificates including required legends and transfer restrictions

3. Schedule C - Valuation Method: Agreed methodology for valuing shares for various purposes including transfers and buy-backs

4. Schedule D - Permitted Transfers: List of pre-approved transfer scenarios and recipients

5. Appendix 1 - Notice Forms: Standard forms for various notices required under the agreement

6. Appendix 2 - Tag-Along and Drag-Along Procedures: Detailed procedures for implementing tag-along and drag-along rights