Offer to Purchase Shares Agreement Venture Capital

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Date

{{date}}

Recipient

Board of Directors

{{target_company_name}}

{{target_company_address}}

Subject: Offer to Purchase Shares in {{target_company_name}}

Dear Board Members,

We, {{investor_company_name}} (the 'Purchaser'), are pleased to submit this non-binding offer to purchase shares in {{target_company_name}} (the 'Company') in accordance with the terms and conditions outlined below. This offer reflects our strong interest in the Company's business and its future potential.

1. Proposed Transaction

The Purchaser proposes to acquire {{number_of_shares}} ordinary shares in the Company (the 'Sale Shares'), representing approximately {{percentage_ownership}}% of the Company's fully diluted share capital, from existing shareholders or through a new issuance.

The purchase price for the Sale Shares shall be {{currency}} {{total_purchase_price}} ({{total_purchase_price_words}}). This valuation is based on our preliminary due diligence and market analysis.

2. Conditions Precedent

This offer is subject to, but not limited to, the satisfaction of the following conditions precedent:

a) Completion of satisfactory legal, financial, and commercial due diligence by the Purchaser.

b) Execution of a definitive Share Purchase Agreement and related transaction documents.

c) Receipt of all necessary internal approvals from the Purchaser's board of directors.

d) Receipt of all necessary regulatory approvals, if any.

3. Exclusivity

In consideration of the Purchaser expending significant time and resources in connection with the proposed transaction, the Company agrees to negotiate exclusively with the Purchaser for a period of {{exclusivity_period}} days from the date of this offer (the 'Exclusivity Period'). During the Exclusivity Period, the Company and its representatives shall not, directly or indirectly, solicit, initiate, or encourage any inquiries or proposals from, or engage in discussions or negotiations with, any other person or entity concerning any acquisition, investment, or similar transaction involving the Company.

4. Confidentiality

The terms of this offer and all information shared by the Company with the Purchaser concerning the Company's business shall be kept strictly confidential by the Purchaser and its representatives. Similarly, the existence and terms of this offer shall be kept confidential by the Company, except as required by law or with the prior written consent of the Purchaser.

5. Governing Law

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

6. Validity of Offer

This offer shall remain open for acceptance until {{offer_expiry_date}}, after which it will automatically lapse unless extended in writing by the Purchaser.

7. Signatures

Sincerely,

_____________________________

{{investor_representative_name}}

{{investor_representative_title}}

For and on behalf of {{investor_company_name}}

Accepted and Agreed:

_____________________________

{{target_company_representative_name}}

{{target_company_representative_title}}

For and on behalf of {{target_company_name}}

Date: ________________________