Share Purchase Agreement Deemed Dividend

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SHARE PURCHASE AGREEMENT WITH DEEMED DIVIDEND

This Share Purchase Agreement (the “Agreement”) is made and entered into effective as of this {{day}} day of {{month}}, {{year}} (the “Effective Date”), BETWEEN:

THE PARTIES

1. {{seller_company_name}}, a company duly incorporated under the laws of {{seller_jurisdiction}}, with its registered office at {{seller_address}} (the “Seller”);

AND

2. {{buyer_company_name}}, a company duly incorporated under the laws of {{buyer_jurisdiction}}, with its registered office at {{buyer_address}} (the “Buyer”).

The Seller and the Buyer are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

RECITALS

A. The Seller is the registered and beneficial owner of {{number_of_shares}} ordinary shares (the “Shares”) in the capital of {{target_company_name}}, a company incorporated under the laws of {{target_company_jurisdiction}} (the “Target Company”).

B. The Seller desires to sell, and the Buyer desires to purchase, the Shares in accordance with the terms and conditions set forth in this Agreement.

C. The Parties acknowledge and agree that a portion of the purchase price for the Shares shall be treated as a deemed dividend for tax purposes.

SALE AND PURCHASE OF SHARES

3.1 Sale and Purchase. The Seller hereby agrees to sell, transfer and deliver to the Buyer, and the Buyer hereby agrees to purchase and accept from the Seller, the Shares, free and clear of all liens, charges, and encumbrances whatsoever, for the consideration and upon the terms and conditions hereinafter set forth.

3.2 Purchase Price. The total purchase price for the Shares shall be {{currency}} {{total_purchase_price}} (the “Total Purchase Price”).

3.3 Deemed Dividend. For tax purposes, the Parties agree that an amount of {{currency}} {{deemed_dividend_amount}} of the Total Purchase Price shall be treated as a deemed dividend paid by the Target Company to the Seller immediately prior to the sale of the Shares, and the remaining amount of {{currency}} {{share_purchase_amount}} shall be the consideration for the purchase of the Shares. The Parties shall cooperate in good faith to accurately reflect this treatment in all relevant tax filings and financial statements.

REPRESENTATIONS AND WARRANTIES OF THE SELLER

4.1 Authority. The Seller has the full power and authority to enter into this Agreement and to carry out its obligations hereunder.

4.2 Ownership of Shares. The Seller is the sole legal and beneficial owner of the Shares and has the right to sell and transfer the Shares to the Buyer.

4.3 No Encumbrances. The Shares are free and clear of all encumbrances, and no person has any option or right to acquire them.

4.4 Target Company Information. The Seller has provided the Buyer with all material information regarding the Target Company and the Shares, and such information is true, accurate, and complete in all material respects.

REPRESENTATIONS AND WARRANTIES OF THE BUYER

5.1 Authority. The Buyer has the full power and authority to enter into this Agreement and to carry out its obligations hereunder.

5.2 Investment Intent. The Buyer is acquiring the Shares for investment purposes only and not with a view to, or for resale in connection with, any distribution thereof.

5.3 Acknowledgment of Deemed Dividend. The Buyer acknowledges and agrees to the treatment of a portion of the purchase price as a deemed dividend for tax purposes as set out in Section 3.3.

CLOSING

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

6.2 Deliveries by Seller. At the Closing, the Seller shall deliver to the Buyer:

a. Share certificates representing the Shares, duly endorsed for transfer or accompanied by duly executed share transfer forms.

b. An updated shareholder register of the Target Company reflecting the Buyer as the new owner of the Shares.

c. Such other documents as may be reasonably required by the Buyer to effect the transfer of the Shares.

6.3 Deliveries by Buyer. At the Closing, the Buyer shall pay the Total Purchase Price to the Seller by way of {{payment_method}}.

INDEMNIFICATION

7.1 Seller Indemnity. The Seller shall indemnify and hold harmless the Buyer from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) incurred by the Buyer arising out of or in connection with (a) any breach of the Seller's representations, warranties, or covenants contained in this Agreement or (b) any claim relating to the period prior to the Closing Date.

7.2 Buyer Indemnity. The Buyer shall indemnify and hold harmless the Seller from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) incurred by the Seller arising out of or in connection with (a) any breach of the Buyer's representations, warranties, or covenants contained in this Agreement or (b) any claim relating to the period after the Closing Date.

GOVERNING LAW AND DISPUTE RESOLUTION

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

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

MISCELLANEOUS

9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

9.2 Amendments. This Agreement may not be amended or modified except in writing signed by both Parties.

9.3 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail, or transmitted by email to the addresses set forth above.

9.4 Assignment. This Agreement may not be assigned by either Party without the prior written consent of the other Party.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Share Purchase Agreement as of the Effective Date first written above.

SELLER:

_____________________________

By: {{seller_signatory_name}}

Title: {{seller_signatory_title}}

BUYER:

_____________________________

By: {{buyer_signatory_name}}

Title: {{buyer_signatory_title}}