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Where shareholders have restricted the sale of the stock and they (being the other shareholders) agree to buy the stock to be sold before it

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Where shareholders have restricted the sale of the stock and they (being the other shareholders) agree to buy the stock to be sold before it hits open market. This type of agreement is called a(n) agreement (one or two words) (not buy-sell) There are two gifts that do not count as part of the annual exclusion, provided they are made in the proper format. Name one of these two gifts? (one word)

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