This Stock Purchase Agreement (“Agreement”) is entered into as of ______________________, 20___ by and between ________________________________________ (“Seller”) and _____________________ ________________________________________ (“Purchaser”). Purchaser and Seller may collectively be referred to as the “Parties.” WHEREAS, Seller is the record owner and holder of shares of the capital stock of _______________________ (the “Company”), a __________________ [insert state of incorporation] Corporation; and WHEREAS, the Parties desire to enter into this Agreement pursuant to which Purchaser will purchase from Seller shares of capital stock of the Company. NOW, THEREFORE, in consideration for the promises set forth in this Agreement, the Parties agree as follows: 1. PURCHASE AND SALE: Subject to the terms and conditions set forth in this Agreement, Purchaser hereby agrees to purchase from Seller, and Seller hereby agrees to sell, transfer and convey to the Purchaser ___________________________ (____________) shares of ______________________ [insert class of stock—e.g. common, preferred, etc.] stock of the Company (the “Stock”). 2. PURCHASE PRICE: The purchase price for each share of Stock shall be ____________________________________________ dollars ($_____________) for an aggregate purchase price of _____________________________________ dollars ($_________________) (the “Purchase Price”), to be paid to the Seller in cash at the closing. 3. CLOSING: The closing contemplated by this Agreement for the transfer of the Stock and the payment of the Purchase Prices shall take place at ________________________ _______________________________________________________________________, on _____________________, 20__ at _____________[insert place and time](the “Closing”). The certificates representing the Stock shall be duly endorsed for transfer or accompanied by an appropriate stock transfer. 4. REPRESENTATIONS AND WARRANTIES OF SELLER: Seller hereby warrants and represents that: (a) Restrictions on Stock. The Seller is not a party to any agreements that create rights or obligations in the Stock relating to any third party including voting or stockholder agreements. The Seller is the lawful owner of the Stock, free and clear of any encumbrances, security interests or liens of any kind and has full power and authority to sell and transfer the Stock as contemplated in this Agreement. (b) Organization and Standing. To the Seller’s knowledge, the Company is duly organized, validly existing and in good standing under the laws of the State of _______________________ [insert state of incorporation] and has full power and authority to own and operate its property and assets and to carry on its business as presently conducted. 5. SEVERABILITY: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited. 6. BINDING EFFECT: The covenants and conditions contained in this Agreement shall apply to and bind the parties and the heirs, legal representatives, successors and permitted assigns of the Parties. 7. BROKER’S FEES: The Parties represent that there has been no act in connection with the transactions contemplated in this Agreement that would give rise to a valid claim against either party for a broker’s fee, finder’s fee or other similar payment. 8. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be modified in writing and must be signed by both the Seller and Purchaser. 9. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of _______________________________________. 10. NOTICE: Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service: (a) If to Purchaser: __________________________________________________ __________________________________________________ __________________________________________________ (b) If to Seller: __________________________________________________ __________________________________________________ __________________________________________________ 11. WAIVER: The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written. PURCHASER: SELLER: ___________________________________ _________________________________ ___________________________________ _________________________________ (Name) (Name) ___________________________________ _________________________________ (Position) (Position)



Certificate No Class No of Shares [INSERT NUMBER] [INSERT CLASS, I.E. ‘ORDINARY’] [INSERT NUMBER] Company Name: [INSERT NAME] Company Number: [INSERT NUMBER] This is to certify that [INSERT FULL NAME OF SHAREHOLDER] of [INSERT RESIDENTIAL ADDRESS] is the registered holder of [INSERT NUMBER AND CLASS] shares of $ [INSERT NOMINAL VALUE OF SHARES] each in the above named company subject to the memorandum and articles of association of the company This certificate was authorised by: Directors ______________________________ Secretary _______________________________ ______________________________ Date _______________________________


Share Transfer Agreement

This share transfer Agreement (the “Agreement”) sets out the terms and conditions upon which [TRANSFEROR NAME] (the “Transferor”), being a Company duly registered under the laws of [STATE] with registered number [REGISTERED NUMBER] and having its registered address at [REGISTERED ADDRESS], will transfer certain shares held by him to [TRANSFEREE NAME] (the “Transferee”), being a Company duly registered under the laws of [STATE] with registered number [REGISTERED NUMBER] and having its registered address at [REGISTERED ADDRESS] (together, the “Parties”). WHEREAS, the Transferor is the registered proprietor of those shares or stocks set out in Schedule A (the “Shares”). WHEREAS, the Transferor is desirous of transferring the Shares to the Transferee on such terms as are set out throughout this share transfer Agreement. WHEREAS, the Transferee for his part is desirous of acquiring the Shares on such terms as are set out in this share transfer Agreement. NOW, THEREFORE, IT IS HEREBY AGREED as follows: 1. TRANSFER OF SHARES It is agreed that: 1.1 the Transferor transfers absolutely all title over the Shares to the Transferee in consideration of that amount set out in clause 2. 1.2 the transfer is absolute and includes all rights and obligations connected to the Shares including but not limited to all rights to dividends, capital and voting rights and for avoidance of doubt any dividends which are due but not yet paid will become due and be paid to the Transferee. 1.3 the transfer is effective on the execution of this share transfer Agreement and payment of the amount set out in clause 2. 2. TRANSFER PRICE It is agreed that the Shares shall be transferred for the price of [PRICE]. 3. COST OF TRANSFER It is agreed that the cost of registering the transfer of the Shares (if any) will be borne by the Transferee. 4. EFFECT OF LACK OF FORMALITY It is agreed that should the envisaged transfer of shares fail to be effective due to a lack of formality (including but not limited to a failure to register the transfer correctly in the registers of the company or due to a refusal by the directors of the company whose Shares are being transferred) then the effect shall be the transfer of all beneficial interest in the Shares to the Transferee by the creation of a trust in favour of the Transferee as beneficiary in which the Shares comprise the subject, and the Transferor is the trustee. 5. WARRANTIES AND INDEMNITIES It is agreed that: 5.1 The Transferor warrants that he is the true owner of the Shares and is absolutely entitled to all of their benefit. 5.2 The Transferor warrants that he is not acting as a nominee or trustee and that no other rights exist in connection with the Shares. 5.3 The Transferor warrants that no charge or other obligation exists over the shares whether or not registered and they are completely unencumbered (excepting any obligation to payment of capital in the case of part paid shares). 5.4 Each Party hereby declares that they have all necessary powers and approvals to enter into this share transfer Agreement. 5.5 Each Party hereby declares that they are not aware of any matter within their control which might have any negative or adverse effect upon the performance of their obligations under this share transfer Agreement. 5.6 The rights, benefits, liabilities and responsibilities contained within the terms of this share transfer Agreement can be assigned by any Party with the prior written agreement of the other Party. 5.7 Any delay or failure to enforce the terms of this share transfer Agreement and any delay to act on a breach of its term by any party does not constitute a waiver of those rights. 5.8 Each Party hereby warrants that they will not do any action which might harm, hinder or negatively affect the duties of the other Party set out within this share transfer Agreement. 5.9 The Parties hereby irrevocably warrant that they accept the exclusive jurisdiction laws and courts of that jurisdiction set out in clause 8 below. 5.10 Except if it is clear from the wording of a clause and with regard to the whole of the share transfer Agreement that a specific clause is intended to mean otherwise than: any words which are in the singular only will be deemed to include the plural (and vice versa) and any words denoted in a specific gender will be deemed to include all genders and any terms which denote any form of person or people shall be deemed to include both legal persons (such as companies) as well as natural person (and vice versa). 5.11 The heading titles contained within in this share transfer Agreement are included as an drafting reference only and for ease of reference, they do not comprise part of the share transfer Agreement. 5.12 This share transfer Agreement may be executed in more than one language by agreement between the Parties and if there arises some conflict between the various translation of this share transfer Agreement then the English version shall prevail. 5.13 In the event that any clause (or any part of any clause) shall be deemed to be illegal or invalid by a competent court or other legal authority then this shall have the effect of invalidity and striking out only that clause (or any part of any clause) only and shall not invalidate this share transfer Agreement in its entirety. 5.14 This share transfer Agreement can be executed either in one original or in more than one counterpart. 5.15 This share transfer Agreement is binding on both Parties by virtue of the conduct of both parties and in spite of any defect or error in the formality of its execution. 5.16 The Transferor hereby irrevocably indemnifies and agrees to keep indemnified and hold harmless the Transferee against any and all losses howsoever caused arising from a breach of the warranties or other terms of this share transfer Agreement. 6. VARIATION This share transfer Agreement may be varied and any variation must be made in writing by both Parties. 7. NOTICES Notices served pursuant to any term of this share transfer Agreement must be served in writing and will be served only if it handed from one Party to another in person or if delivered to the address for service of the Party in question. Notices may only be served and delivered in English. 8. GOVERNING LAW, DISPUTES AND ARBITRATION It is agreed that: 8.1 This share transfer Agreement is made under the exclusive jurisdiction of the laws of [STATE AND COUNTRY]. 8.2 Disputes under this share transfer Agreement are subject to the exclusive jurisdiction of the courts of [STATE AND COUNTRY]. 8.3 Notwithstanding the terms of 8.2 both Parties agree that in the event of a dispute they will enter into arbitration before the International Chamber of Commerce before a single arbitrator whose decision shall be final. IN WITNESS WHEREOF, each of the Parties has executed this share transfer Agreement: [TRANSFEROR] _________________________________ ______________ [NAME], [TITLE] DATE [TRANSFERE] _________________________________ ______________ [NAME], [TITLE] DATE

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