Agreement of Purchase and Sale of Shares 2

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Agreement of Purchase and Sale of Shares 2

Agreement of Purchase and Sale of Shares 2

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

AGREEMENT OF PURCHASE AND SALE OF SHARES

This Agreement is made and entered into on this {{day}} day of {{month}}, {{year}} (the “Effective Date”),

BETWEEN:

1. {{seller_name}}, a company/individual registered in accordance with the laws of {{seller_jurisdiction}}, with its principal place of business/residential address at {{seller_address}} (hereinafter referred to as the “Seller”);

AND

2. {{purchaser_name}}, a company/individual registered in accordance with the laws of {{purchaser_jurisdiction}}, with its principal place of business/residential address at {{purchaser_address}} (hereinafter referred to as the “Purchaser”).

The Seller and the Purchaser are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

RECITALS

WHEREAS, the Seller is the registered and beneficial owner of {{number_of_shares}} ({{number_of_shares_words}}) ordinary shares (the “Sale Shares”) in {{target_company_name}}, a company duly incorporated and existing under the laws of {{target_company_jurisdiction}}, with registration number {{target_company_registration_number}} (the “Target Company”).

WHEREAS, the Purchaser desires to purchase, and the Seller desires to sell, the Sale Shares upon the terms and conditions hereinafter set forth.

SALE AND PURCHASE OF SHARES

3.1. The Seller hereby sells, transfers, and assigns to the Purchaser, and the Purchaser hereby purchases and acquires from the Seller, all of the Seller’s right, title, and interest in and to the Sale Shares, free from all encumbrances, liens, and claims whatsoever.

3.2. The purchase price for the Sale Shares shall be {{currency}} {{purchase_price}} ({{purchase_price_words}}) (the “Purchase Price”).

PAYMENT

4.1. The Purchaser shall pay the Purchase Price to the Seller by way of {{payment_method}} on or before the Closing Date (as defined below).

4.2. Payment shall be made to the following account:

Bank Name: {{bank_name}}

Account Name: {{account_name}}

Account Number: {{account_number}}

Swift Code: {{swift_code}}

CLOSING

5.1. The closing of the sale and purchase of the Sale Shares (the “Closing”) shall take place at {{closing_location}} on {{closing_date}} at {{closing_time}}, or at such other place and time as the Parties may mutually agree.

5.2. At Closing, the Seller shall deliver to the Purchaser:

(a) Share certificates representing the Sale Shares, duly endorsed for transfer or accompanied by duly executed share transfer forms.

(b) Certified copies of the Seller’s corporate resolutions (if applicable) authorizing the sale of the Sale Shares.

(c) All necessary statutory forms for the registration of the transfer of the Sale Shares.

5.3. At Closing, the Purchaser shall deliver to the Seller a duly executed acknowledgement of payment or confirmation of payment for the Purchase Price.

REPRESENTATIONS AND WARRANTIES OF THE SELLER

6.1. The Seller hereby represents and warrants to the Purchaser that:

(a) The Seller is the sole legal and beneficial owner of the Sale Shares, free from any encumbrances.

(b) The Seller has full power and authority to enter into this Agreement and to carry out its obligations hereunder.

(c) The Sale Shares are validly issued, fully paid, and non-assessable.

(d) There are no pre-emptive rights or similar rights affecting the Sale Shares that have not been waived or complied with.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

7.1. The Purchaser hereby represents and warrants to the Seller that:

(a) The Purchaser has full power and authority to enter into this Agreement and to carry out its obligations hereunder.

(b) The Purchaser has sufficient funds to pay the Purchase Price.

GOVERNING LAW AND DISPUTE RESOLUTION

8.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

8.2. Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be referred to and finally resolved by arbitration in accordance with the rules of {{arbitration_institution}} in {{arbitration_city}}, {{arbitration_country}}.

8.3. The language of the arbitration shall be English.

GENERAL PROVISIONS

9.1. Entire Agreement: This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, and negotiations between the Parties.

9.2. Amendments: No amendment or modification of this Agreement shall be valid unless in writing and signed by all Parties.

9.3. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9.4. Assignment: Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.

9.5. Notices: Any notice or communication required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement on the Effective Date.

FOR THE SELLER:

_____________________________

Name: {{seller_signer_name}}

Title: {{seller_signer_title}}

Date: {{seller_signature_date}}

FOR THE PURCHASER:

_____________________________

Name: {{purchaser_signer_name}}

Title: {{purchaser_signer_title}}

Date: {{purchaser_signature_date}}