I need a US lawyer to advice me:
X amount of shares are given from WXYZ Group Inc. to me
(OTCMKTS:WXYZ is listed in US nasdaq, A Delaware Corporation )
Please see attachment Shares certificate and share agreement with all the terms and conditions given by Founder and CEO.
1. According to the share agreement, after 18 months we can start selling 20% of the shares in the public market. When we sell the shares, we have to wait and queue for interested people to buy up the shares or just sell at a price to the brokers?
Is that correct? Kindly advice more on this part how to cash out?
2. I see in the contract:
Clause 1: On or prior to 2018, I provided services to the Company, including sales and marketing services. I acknowledge and agree that I am receiving the Shares in consideration for such services provided.
Clause 4. I agree that, if I terminate my service to the Company after the Shares are issued to me, I will return my Shares held by me to the Company as follows:…as follows
Does that means the company can terminate my service anytime before 18 months and I wont even be given a chance to sell my 20%, ending up with nothing.
3. As a Non US citizen, Do i need to pay any US tax ?
Taking example we successfully sell any shares to brokers or market, the money coming in, what tax should I declare this as for my country Singapore or US?
4. Base on our current share certs can we talk to local or overseas bank for collateral, loan?
However I see this clause:
“I further acknowledge and agree that I shall have no right at any time to sell, assign, pledge, hypothecate, distribute (as a dividend or otherwise), transfer or otherwise dispose of or encumber the Shares (except by will or by the laws of descent and distribution), unless
the Company shall first have been provided with an opinion of counsel acceptable to the Company that such sale or transfer is exempt from such registration under the Securities Act and any applicable state securities laws. I consent to the placement of one or more restrictive
legends on the certificate(s) representing the Shares evidencing such restrictions. I acknowledge and agree that the Company: (i) may impose stop transfer instructions with respect to the Shares to enforce the restrictions set forth herein; and (ii) shall not register the
transfer (by book-entry or otherwise) of any certificate representing any of the Shares unless such transfer is made pursuant to and in compliance with the terms and conditions of this Agreement”
Does that means I am totally not allow to use my shares to trade or do
(question 6 you will see my point)
5. Is the shares currently transferable or able to sell to anyone? If everything is no. Do i need to write a will to protect my shares and be transferred to my family if there is any accidents?
6. We are negotiating a new business. An Investor wishes to come out 100% of 1 million dollars investment to invest in it. Investor own 60% and we own 40%. In the event at the end of 2 years lease agreement. If the investor only get back investment capital for example 70% principal.
We will transfer our listed company shares to pay back the 30% lost to the investor. However it will be base on the current market trade price up to 30% of the lost by the investor. In the event the company is de-listed or not worth up to the value, we should no longer be hold
responsible of the amount.
Base on point number 4 and point number 5, can we still ask our local
lawyer to draft an agreement to process this deal with our investor?
(We can get the CEO of WXYZ Group Inc. to give us an letter of approval
to do this too, do we need one?)
Base on this, we used our shares to determine as an investment to other party to seal a contract. In law, are we violating the agreement ?
or in event the shares at the moment do not value up to the investor lost, will we be sued or get into any legal problem as if we are misdirecting or cheating the investor?
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Greetings! I am qualified accountant and Law Graduate with ten years of experience in drafting of contracts and IRS filings. Please PM to discuss. Thank you.
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