Assignment of Shares

{{company_name}}

{{company_address}}

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

Assignment of Shares

Assignment of Shares

DEED OF ASSIGNMENT OF SHARES

THIS DEED OF ASSIGNMENT OF SHARES is made and entered into on this {{day}} day of {{month}}, {{year}}

BETWEEN:

{{assignor_company_name}}, a company duly incorporated in accordance with the laws of {{country}}, with registration number {{assignor_registration_number}} and having its registered office at {{assignor_address}} (hereinafter referred to as "the Assignor")

AND

{{assignee_company_name}}, a company duly incorporated in accordance with the laws of {{country}}, with registration number {{assignee_registration_number}} and having its registered office at {{assignee_address}} (hereinafter referred to as "the Assignee")

(Collectively referred to as "the Parties" and individually as "a Party")

WHEREAS

A. The Assignor is the registered and beneficial owner of {{number_of_shares}} ({{number_of_shares_words}}) ordinary shares (hereinafter referred to as "the Shares") in {{company_name_of_issuing_shares}}, a company duly incorporated in accordance with the laws of {{country}}, with registration number {{issuing_company_registration_number}} and having its registered office at {{issuing_company_address}} (hereinafter referred to as "the Company").

B. The Assignor wishes to assign, and the Assignee wishes to accept the assignment of, the Shares in accordance with the terms and conditions set out in this Deed.

OPERATIVE PROVISIONS

1. Assignment of Shares

1.1. The Assignor hereby assigns, transfers, and sets over unto the Assignee all of its right, title, and interest in and to the Shares, free from all encumbrances, charges, and liens.

1.2. The Assignee hereby accepts the assignment and transfer of the Shares from the Assignor.

2. Purchase Price

2.1. In consideration for the assignment of the Shares, the Assignee shall pay to the Assignor the sum of {{currency}} {{amount}} ({{amount_words}}) (hereinafter referred to as "the Purchase Price").

2.2. The Purchase Price shall be paid by the Assignee to the Assignor on or before {{payment_due_date}} by way of {{payment_method}}.

3. Representations and Warranties

3.1. The Assignor represents and warrants to the Assignee that:

(a) It is the sole legal and beneficial owner of the Shares and has full power and authority to assign the Shares.

(b) The Shares are free from all encumbrances, charges, and liens.

(c) There are no outstanding options, warrants, or other rights to acquire the Shares.

3.2. The Assignee represents and warrants to the Assignor that:

(a) It has the legal capacity and full power and authority to enter into and perform its obligations under this Deed.

(b) It has obtained all necessary corporate approvals for the execution and performance of this Deed.

4. Indemnity

4.1. The Assignor hereby indemnifies and holds harmless the Assignee from and against any and all claims, liabilities, costs, expenses, and damages arising from any breach of the Assignor's representations and warranties contained in this Deed.

5. Governing Law and Jurisdiction

5.1. This Deed shall be governed by and construed in accordance with the laws of {{country}}.

5.2. The Parties irrevocably submit to the exclusive jurisdiction of the courts of {{country}} for the purpose of settling any dispute arising out of or in connection with this Deed.

6. Entire Agreement

6.1. This Deed constitutes the entire agreement between the Parties with regard to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral, between the Parties.

7. Counterparts

7.1. This Deed may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SIGNATURES

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

ASSIGNOR:

_________________________

Name: {{assignor_signatory_name}}

Title: {{assignor_signatory_title}}

ASSIGNEE:

_________________________

Name: {{assignee_signatory_name}}

Title: {{assignee_signatory_title}}

WITNESSES:

1. _________________________

Name: {{witness_1_name}}

Address: {{witness_1_address}}

2. _________________________

Name: {{witness_2_name}}

Address: {{witness_2_address}}