Agreement for Redemption of Preferred Shares

{{company_name}}

{{company_address}}

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

Agreement for Redemption of Preferred Shares

Agreement for Redemption of Preferred Shares

{{company_name}} {{company_address}} Phone: {{phone}} Email: {{email}} Website: {{website}}

AGREEMENT FOR REDEMPTION OF PREFERRED SHARES

This Agreement for Redemption of Preferred Shares (hereinafter referred to as the “Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}} (the “Effective Date”), by and between:

{{company_name}}, a company duly incorporated under the laws of {{jurisdiction}}, with its registered office located at {{company_address}} (hereinafter referred to as the “Company”);

AND

{{shareholder_name}}, an individual/entity with identification number {{shareholder_id_number}}, residing at/with its registered office located at {{shareholder_address}} (hereinafter referred to as the “Shareholder”).

WHEREAS, the Shareholder is the registered holder of {{number_of_shares}} ({{number_of_shares_in_words}}) Series {{series_of_shares}} Preferred Shares in the Company (hereinafter referred to as the “Preferred Shares”);

WHEREAS, the Company desires to redeem, and the Shareholder desires to sell, all or a portion of the Preferred Shares held by the Shareholder, in accordance with the terms and conditions set forth herein and the Company’s Memorandum of Incorporation and Shareholders’ Agreement (if applicable).

1. REDEMPTION OF SHARES

1.1. Subject to the terms and conditions of this Agreement, the Company hereby agrees to redeem from the Shareholder, and the Shareholder hereby agrees to sell, transfer, and deliver to the Company, {{number_of_shares_to_redeem}} ({{number_of_shares_to_redeem_in_words}}) Preferred Shares (the “Redeemed Shares”).

1.2. The redemption shall be effective on the Redemption Date, as defined in Clause 2.1 below.

1.3. Upon redemption, the Redeemed Shares shall be cancelled and shall no longer constitute issued share capital of the Company, unless otherwise provided by law.

2. REDEMPTION PRICE AND PAYMENT

2.1. The redemption price for each Preferred Share shall be {{currency}} {{redemption_price_per_share}} ({{redemption_price_per_share_in_words}}) (the “Redemption Price per Share”). The total redemption price for the Redeemed Shares shall be {{currency}} {{total_redemption_price}} ({{total_redemption_price_in_words}}) (the “Total Redemption Price”).

2.2. The Redemption Date shall be {{redemption_date}}.

2.3. The Total Redemption Price shall be paid by the Company to the Shareholder on or before the Redemption Date, in the following manner:

(a) By electronic funds transfer to the Shareholder’s nominated bank account, details of which are as follows:

Bank Name: {{bank_name}}

Account Holder: {{account_holder_name}}

Account Number: {{account_number}}

Branch Code: {{branch_code}}

SWIFT/BIC Code: {{swift_bic_code}}

(b) [Optional: Other payment method, e.g., by cheque, specifying details]

3. SHARE CERTIFICATES

3.1. On or before the Redemption Date, the Shareholder shall deliver to the Company the original share certificate(s) representing the Redeemed Shares, duly endorsed for transfer, or an indemnity satisfactory to the Company if the original certificate(s) are lost or destroyed.

3.2. Upon receipt of the share certificate(s) and payment of the Total Redemption Price, the Company shall update its share register to reflect the cancellation of the Redeemed Shares.

4. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER

The Shareholder hereby represents and warrants to the Company that, as of the Effective Date and the Redemption Date:

4.1. The Shareholder is the sole legal and beneficial owner of the Redeemed Shares, free and clear of all liens, charges, encumbrances, and adverse claims whatsoever.

4.2. The Shareholder has the full power and authority to enter into this Agreement and to sell, transfer, and deliver the Redeemed Shares to the Company.

4.3. The execution, delivery, and performance of this Agreement by the Shareholder do not and will not violate any agreement or obligation to which the Shareholder is a party or by which the Shareholder is bound.

5. INDEMNIFICATION

5.1. The Shareholder agrees to indemnify and hold harmless the Company 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 representations and warranties made by the Shareholder in this Agreement.

5.2. The Company agrees to indemnify and hold harmless the Shareholder from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with the Company's breach of its obligations under this Agreement.

6. GOVERNING LAW AND DISPUTE RESOLUTION

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

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

6.3. The seat of the arbitration shall be {{arbitration_city}}, {{arbitration_country}}.

6.4. The language of the arbitration shall be English.

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, relating thereto.

8. AMENDMENTS

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by all parties hereto.

9. NOTICES

Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent by registered mail, or transmitted by email to the addresses specified below, or such other address as a party may designate by notice to the other parties:

To the Company:

Email: {{company_email_for_notices}}

To the Shareholder:

Email: {{shareholder_email_for_notices}}

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Agreement on the Effective Date.

____________________________ {{company_name}} Represented by: {{company_representative_name}} Title: {{company_representative_title}}

____________________________ {{shareholder_name}}