Offer to Purchase Shares Agreement

COMPANY LETTERHEAD

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

DATE

{{date}}

OFFER TO PURCHASE SHARES AGREEMENT

This Offer to Purchase Shares Agreement (the “Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}}, by and between:

**{{seller_name}}**, residing at {{seller_address}} (the “Seller”); and

**{{buyer_name}}**, residing at {{buyer_address}} (the “Buyer”).

1. SHARES FOR SALE

The Seller hereby offers to sell to the Buyer, and the Buyer hereby offers to purchase from the Seller, {{number_of_shares}} ({{number_of_shares_words}}) ordinary shares of {{company_name}} (the “Company”), (ISIN: {{isin_number}}) representing {{percentage_of_company}}% of the total issued share capital of the Company (the “Shares”).

2. PURCHASE PRICE

The total purchase price for the Shares shall be {{currency}} {{amount}} ({{amount_words}}) (the “Purchase Price”). The Purchase Price shall be paid by the Buyer to the Seller in the following manner:

**2.1. Deposit:** A non-refundable deposit of {{currency}} {{deposit_amount}} ({{deposit_amount_words}}) shall be paid by the Buyer to the Seller within {{deposit_payment_days}} days of the acceptance of this Offer.

**2.2. Balance Payment:** The remaining balance of the Purchase Price, amounting to {{currency}} {{balance_amount}} ({{balance_amount_words}}), shall be paid by the Buyer to the Seller on or before the Closing Date (as defined below).

3. CLOSING DATE

The closing of the sale and purchase of the Shares (the “Closing Date”) shall take place on or before {{closing_date}} at {{closing_time}} at {{closing_location}}, or such other date, time, and location as mutually agreed upon by the Parties.

4. CONDITIONS PRECEDENT

This Offer is conditional upon the satisfaction of the following conditions precedent on or before the Closing Date:

**4.1. Due Diligence:** The Buyer completing a due diligence investigation of the Company to its sole satisfaction.

**4.2. Board Approval:** The board of directors of the Company approving the transfer of the Shares to the Buyer.

**4.3. Regulatory Approvals:** Obtaining all necessary regulatory approvals, if any, for the transfer of the Shares.

5. REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Buyer that:

**5.1. Ownership:** The Seller is the sole legal and beneficial owner of the Shares and has the full right, power, and authority to sell and transfer the Shares.

**5.2. Encumbrances:** The Shares are free and clear of all liens, charges, encumbrances, and adverse claims.

**5.3. Authority:** The Seller has the power and authority to enter into and perform its obligations under this Agreement.

6. GOVERNING LAW

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

7. ACCEPTANCE OF OFFER

This Offer to Purchase Shares shall remain open for acceptance until {{offer_expiry_date}}. If not accepted by the Seller on or before this date, this Offer shall automatically lapse and be of no further force or effect.

By signing below, the Seller acknowledges their agreement to sell the Shares on the terms and conditions set forth in this Agreement.

SIGNATURES

___________________________

**Buyer Name:** {{buyer_name}}

**Date:** {{buyer_signature_date}}

___________________________

**Seller Name:** {{seller_name}}

**Date:** {{seller_signature_date}}