Agreement of Purchase and Sale of Shares by Shareholder

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

AGREEMENT OF PURCHASE AND SALE OF SHARES BY SHAREHOLDER

This Agreement is made and entered into on this {{day}} day of {{month}}, {{year}}

BETWEEN:

{{seller_name}} of {{seller_address}} (hereinafter referred to as the “Seller”)

AND

{{buyer_name}} of {{buyer_address}} (hereinafter referred to as the “Buyer”)

COLLECTIVELY referred to as the “Parties”.

WHEREAS

A. The Seller is the registered and beneficial owner of {{number_of_shares}} (hereinafter referred to as the “Shares”) in {{company_name}}, a company duly incorporated and registered under the laws of {{jurisdiction}}, with its registered office at {{company_address}} (hereinafter referred to as the “Company”).

B. The Buyer desires to purchase, and the Seller desires to sell, the Shares in accordance with the terms and conditions set forth in this Agreement.

1. SALE AND PURCHASE OF SHARES

1.1 The Seller hereby agrees to sell and transfer to the Buyer, and the Buyer hereby agrees to purchase and acquire from the Seller, the Shares, free from all encumbrances, liens, and charges whatsoever, for the consideration and upon the terms and conditions hereinafter appearing.

1.2 The Shares represent {{percentage_of_shares}}% of the total issued share capital of the Company.

2. PURCHASE PRICE

2.1 The total purchase price for the Shares shall be {{currency}} {{purchase_price}} ({{purchase_price_words}}).

2.2 The Purchase Price shall be paid by the Buyer to the Seller in the following manner:

a) A deposit of {{currency}} {{deposit_amount}} shall be paid upon the signing of this Agreement.

b) The balance of {{currency}} {{balance_amount}} shall be paid on the closing date, being {{closing_date}}.

3. CLOSING

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

3.2 At the Closing, the Seller shall deliver to the Buyer:

a) The original share certificates representing the Shares, duly endorsed for transfer or accompanied by a duly executed share transfer form.

b) A certified true copy of the resolutions of the board of directors of the Company approving the transfer of the Shares to the Buyer.

c) Such other documents as may be reasonably required by the Buyer to effect the transfer and registration of the Shares in the Buyer’s name.

4. WARRANTIES AND REPRESENTATIONS OF THE SELLER

The Seller hereby warrants and represents to the Buyer that:

a) The Seller is the lawful, registered, and beneficial owner of the Shares and has good, valid, and marketable title thereto, free and clear of all liens, charges, and encumbrances.

b) The Seller has the full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.

c) There are no options, warrants, conversion rights, or other rights outstanding that could require the Seller to sell or otherwise dispose of any shares in the Company to any other person.

5. INDEMNIFICATION

The Seller shall indemnify and hold harmless the Buyer from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any breach of the Seller’s warranties, representations, or covenants contained in this Agreement.

6. GOVERNING LAW AND JURISDICTION

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

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of the {{arbitration_body}}.

7. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether written or oral.

8. SIGNATURE BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

_____________________________

SELLER: {{seller_name}}

_____________________________

BUYER: {{buyer_name}}

WITNESSES:

1. ________________________

Name: {{witness1_name}}

Address: {{witness1_address}}

2. ________________________

Name: {{witness2_name}}

Address: {{witness2_address}}