Voting and Transfer Restriction Agreement

Company: [Company Name] · Shareholders: [Name(s)] · Date: [Date]

1. Transfer Restrictions

No Shareholder may sell, pledge, gift, or otherwise transfer their shares without first offering them to [the Company / other Shareholders] at [fair market value, per an agreed valuation method], per the right of first refusal process in Exhibit A.

2. Permitted Transfers

Transfers to [immediate family members, a trust for estate planning purposes, or with unanimous consent of other Shareholders] are exempt from the right of first refusal, but the transferee remains bound by this Agreement's terms.

3. Voting Agreement

Shareholders agree to vote their shares [in a specified manner on certain matters / to elect [Name(s)] to the Board / consistent with a voting bloc arrangement described here].

4. Legend on Certificates

Share certificates will bear a legend referencing this Agreement's transfer restrictions, and the Company will not record any transfer that violates this Agreement.

5. Drag-Along / Tag-Along Rights (if applicable)

[Describe any drag-along right (majority can force minority to join a sale) or tag-along right (minority can join a majority's sale on the same terms).]

6. Term

This Agreement remains in effect until [Company's IPO, dissolution, or unanimous written agreement to terminate].

7. Binding on Transferees

Any permitted transferee of shares must agree in writing to be bound by this Agreement before the transfer is recognized.

Shareholders: ______________________ Date: ____________

*This document is provided for informational and educational purposes only and does not constitute legal advice. Without transfer restrictions like these, a closely-held company's ownership can end up in the hands of someone the other shareholders never chose to be in business with — a legend on the stock certificate (Section 4) is what actually puts a would-be buyer or the company's own transfer agent on notice that a transfer needs to comply with this agreement first.*