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Restricted Share Purchase Agreement
"I need a Restricted Share Purchase Agreement for transferring 10,000 Class B shares to a senior employee, with a 3-year lock-up period and tag-along rights, to be completed by March 2025."
1. Parties: Details of the seller and purchaser of the restricted shares
2. Background: Context of the agreement and basic information about the company and shares
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core terms of the share transfer including price and payment terms
5. Restrictions on Shares: Details of transfer restrictions, lock-up periods, and conditions
6. Representations and Warranties: Standard warranties from both parties regarding capacity and authority
7. Completion: Mechanics of completing the share transfer
1. Employee Provisions: Required if shares are part of employee compensation - includes specific terms for employee shareholders
2. Tag-Along Rights: Rights of minority shareholders to join in sale - included when protecting minority shareholders
3. Drag-Along Rights: Rights of majority shareholders to force minorities to join sale - included when majority shareholder protection needed
4. Voting Rights: Special voting arrangements - included when shares carry specific voting rights
1. Share Certificate: Copy of the share certificate(s) being transferred
2. Transferor's Details: Detailed information about the seller including KYC documentation
3. Company Information: Key details about the company including capital structure and shareholding pattern
4. Transfer Form: Stock transfer form in prescribed format
5. Restriction Details: Detailed terms of share restrictions including lock-up periods and transfer conditions
6. Tax Elections: Any relevant tax forms or elections required for the share transfer
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