Buy Sell Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

1. Parties to the Agreement

This Buy-Sell Agreement (hereinafter referred to as 'the Agreement') is made and entered into on this {{date_of_agreement}} day of {{month_of_agreement}}, {{year_of_agreement}}, by and among:

{{shareholder_1_name}}, residing at {{shareholder_1_address}} (hereinafter referred to as 'Shareholder 1');

{{shareholder_2_name}}, residing at {{shareholder_2_address}} (hereinafter referred to as 'Shareholder 2');

{{shareholder_3_name}}, residing at {{shareholder_3_address}} (hereinafter referred to as 'Shareholder 3');

and {{company_name}}, a company duly incorporated under the laws of {{jurisdiction}} with registration number {{company_registration_number}}, and having its registered office at {{company_address}} (hereinafter referred to as 'the Company').

Collectively, the above-named individuals are referred to as 'the Shareholders', and individually as 'Shareholder'.

2. Purpose of Agreement

The purpose of this Agreement is to provide for the orderly transfer of the shares of the Company upon certain triggering events, to maintain the control and ownership structure of the Company, and to provide a market for the shares of a Shareholder in the event of their departure from the Company.

3. Restriction on Transfer of Shares

No Shareholder shall sell, assign, pledge, encumber, or otherwise transfer any of their shares in the Company, whether voluntarily or involuntarily, except in accordance with the terms and conditions of this Agreement.

4. Triggering Events

The following events shall constitute a 'Triggering Event' under this Agreement:

a) Voluntary Transfer: A Shareholder’s desire to sell all or a portion of their shares.

b) Death: The death of a Shareholder.

c) Disability: A Shareholder becoming permanently disabled, as defined in Section 5 herein.

d) Termination of Employment: The termination of a Shareholder’s employment with the Company for any reason.

e) Retirement: A Shareholder reaching the age of {{retirement_age}} and electing to retire from active involvement in the Company.

f) Divorce: The dissolution of marriage of a Shareholder resulting in a court order or settlement agreement requiring the transfer of shares.

g) Bankruptcy or Insolvency: A Shareholder being declared bankrupt or insolvent.

5. Purchase Price of Shares

The purchase price for shares to be acquired under this Agreement shall be determined as follows:

a) Agreed Value: The Shareholders shall, on an annual basis, agree upon a fair market value of the shares, to be recorded in a written addendum to this Agreement. This valuation shall be effective for a period of {{valuation_period_months}} months from the date of agreement.

b) Valuation by Appraisal: If no agreed value is in effect at the time of a Triggering Event, the value of the shares shall be determined by an independent appraiser mutually agreed upon by the Company and the selling Shareholder (or their estate), with the cost of such appraisal being borne equally by both parties. If the parties cannot agree on an appraiser within {{days_to_agree_on_appraiser}} days, each party shall appoint an appraiser, and those two appraisers shall appoint a third appraiser, whose valuation shall be final and binding.

c) Formulaic Valuation: In the absence of an agreed value or appraisal, the value of the shares shall be determined by the following formula: {{valuation_formula}}.

6. Payment Terms

The purchase price for the shares shall be paid in accordance with the following terms:

a) Lump Sum Payment: Where feasible, the Company or the remaining Shareholders shall pay the full purchase price in a single lump sum within {{lump_sum_payment_days}} days of the Triggering Event.

b) Installment Payments: If a lump sum payment is not feasible, the purchase price shall be paid in {{number_of_installments}} equal monthly installments, commencing {{days_after_event_first_installment}} days after the Triggering Event, with interest accruing on the unpaid balance at a rate of {{interest_rate_percent_per_annum}}% per annum.

c) Security: The remaining Shareholders or the Company shall provide adequate security for the installment payments, such as a pledge of shares or a personal guarantee, as may be reasonably required by the selling Shareholder or their estate.

7. Right of First Refusal

Prior to any proposed transfer of shares to a third party, the selling Shareholder shall first offer such shares to the Company, and then to the remaining Shareholders, in proportion to their existing shareholdings, at the same price and on the same terms as offered to the third party. The Company and Shareholders shall have {{right_of_first_refusal_days}} days to exercise this right.

If the Company and remaining Shareholders do not exercise their right of first refusal, the selling Shareholder may sell the shares to the third party at a price not less than, and on terms not more favourable than, those offered to the Company and remaining Shareholders.

8. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of {{jurisdiction}}. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{jurisdiction}}.

9. Entire Agreement

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

10. Signature

IN WITNESS WHEREOF, the parties have executed this Buy-Sell Agreement on the date first above written.

_____________________________

{{shareholder_1_name}}

Shareholder 1

_____________________________

{{shareholder_2_name}}

Shareholder 2

_____________________________

{{shareholder_3_name}}

Shareholder 3

For and on behalf of {{company_name}}

_____________________________

Name: {{authorised_signatory_name}}

Title: {{authorised_signatory_title}}