Legal SPA Minuta Agreement

LEGAL SPA MINUTA AGREEMENT

This Share Purchase Agreement (the "Agreement") is made as of by and between Seller: with address and Buyer: with address . Seller and Buyer are each a "Party" and collectively the "Parties".

RECITALS

WHEREAS, (the "Company") is a legal entity duly organized and existing under applicable law and carries on business as described in the disclosure schedule; and

WHEREAS, Seller is the legal and beneficial owner of ordinary shares (the "Shares") of the Company, free and clear of all encumbrances except as set forth in the disclosure schedule; and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all of the Shares on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, representations and warranties contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 Defined terms used in this Agreement shall have the meanings set forth below. "Purchase Price" means the aggregate consideration payable for the Shares as set forth in Section 3. "Closing" means the consummation of the transactions contemplated by this Agreement in accordance with Section 4. "Disclosure Schedule" means the schedule delivered by Seller to Buyer setting forth exceptions to Seller's representations and warranties.

2. SALE AND PURCHASE

2.1 Sale of Shares. Subject to the terms and conditions of this Agreement, at the Closing Seller shall sell, assign and transfer to Buyer, and Buyer shall purchase and accept from Seller, all of Seller's right, title and interest in and to the Shares, free and clear of any liens, charges or encumbrances other than those expressly permitted by this Agreement.

2.2 Transfer Documents. At the Closing, Seller shall deliver duly executed share transfer instruments, share certificates (duly endorsed or accompanied by stock transfer powers), and any other instruments reasonably required to transfer the Shares to Buyer with effect from the Closing.

3. PURCHASE PRICE

3.1 Payment. The Purchase Price shall be paid in cash at Closing by wire transfer to the account designated by Seller, subject to customary set-offs and adjustments described in Section 3.2. A deposit in the amount of shall be paid to an escrow agent specified by the Parties upon execution of this Agreement and shall be credited against the Purchase Price at Closing.

3.2 Adjustments. The Purchase Price shall be adjusted post-Closing to account for agreed working capital, indebtedness and other specified items in accordance with the adjustment mechanics set out in Exhibit A to this Agreement (the adjustment mechanics being an integral part of this Agreement).

4. CLOSING

4.1 Closing Date. The Closing shall take place on or at such other date as the Parties may agree in writing.

4.2 Deliveries by Seller. At Closing, Seller shall deliver: (a) duly executed transfer instruments and share certificates evidencing the Shares, (b) customary certificates of incumbency and authority, (c) executed termination statements or releases for any permitted encumbrances that must be removed at Closing, and (d) a certificate signed by Seller certifying the accuracy of Seller's representations and warranties as of the Closing Date.

4.3 Deliveries by Buyer. At Closing, Buyer shall deliver: (a) payment of the Purchase Price as set forth in Section 3, (b) customary closing certificates evidencing corporate authority, and (c) any other documents reasonably required to effect the consummation of the transactions contemplated by this Agreement.

5. REPRESENTATIONS AND WARRANTIES

5.1 Seller Representations. Seller represents and warrants to Buyer that, subject to the exceptions set forth in the Disclosure Schedule attached hereto: (a) Seller has full power and authority to enter into and perform this Agreement; (b) Seller is the sole legal and beneficial owner of the Shares and has good and marketable title thereto; (c) the execution, delivery and performance of this Agreement by Seller will not violate any law, agreement or instrument to which Seller is bound; and (d) there are no undisclosed liabilities of the Company other than those disclosed in the Disclosure Schedule.

5.2 Buyer Representations. Buyer represents and warrants to Seller that: (a) Buyer has full power and authority to enter into and perform this Agreement; (b) Buyer has sufficient funds available to pay the Purchase Price when due; and (c) the execution, delivery and performance of this Agreement by Buyer will not violate any law, agreement or instrument to which Buyer is bound.

6. CONDITIONS PRECEDENT

6.1 Conditions to Each Party's Obligations. The obligations of each Party to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or written waiver) at or prior to the Closing of the following conditions: (a) the representations and warranties of the other Party shall be true and correct in all material respects as of the Closing Date; (b) all required consents, approvals and authorizations shall have been obtained; and (c) no injunction or order shall be in effect that restrains or prohibits the consummation of the transactions.

7. COVENANTS

7.1 Conduct Prior to Closing. From the date of this Agreement until the Closing, except as consented to in writing by Buyer, Seller shall cause the Company to carry on its business in the ordinary course and shall not, without Buyer’s prior written consent, undertake any action that would reasonably be expected to have a material adverse effect on the Company.

7.2 Further Assurances. Each Party shall execute and deliver such further documents and do such further acts and things as may be reasonably required to carry out the provisions of this Agreement and to consummate the Closing.

8. INDEMNIFICATION

8.1 Seller Indemnity. Seller shall indemnify, defend and hold harmless Buyer and its affiliates from and against any losses, liabilities, claims, costs and expenses arising out of any breach of Seller's representations, warranties or covenants contained in this Agreement, subject to the limitations and procedures set forth in this Section 8.

8.2 Survival. The representations, warranties and covenants of the Parties shall survive the Closing for a period of , except for fundamental representations which shall survive as provided in this Agreement.

9. TAX MATTERS

9.1 Taxes. Unless otherwise agreed, all taxes imposed as a result of the transfer of the Shares shall be borne as agreed between the Parties. Each Party shall cooperate in good faith to prepare and file any necessary tax returns and to minimize taxes applicable to the transaction, provided such cooperation shall not require admission of liability by either Party.

10. EMPLOYEES AND BENEFITS

10.1 Employee Matters. The Parties shall use commercially reasonable efforts to address the employment status, benefit entitlements and any retention arrangements for employees of the Company in a manner consistent with the Parties' intentions as of the date hereof. Any rights or obligations arising out of employment shall be as set forth in a separate agreement where required.

11. CONFIDENTIALITY

11.1 Confidential Treatment. Each Party shall keep confidential all non-public information obtained in connection with the negotiation and performance of this Agreement and shall not disclose such information except to those advisors, employees or affiliates who have a need to know and who are subject to confidentiality obligations at least as protective as those contained herein.

12. NOTICES

12.1 Methods. Notices under this Agreement shall be in writing and shall be delivered by personal delivery, overnight courier, or certified mail (return receipt requested) to the addresses designated above and shall be deemed given upon receipt.

13. GOVERNING LAW; DISPUTE RESOLUTION

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction of the courts of such jurisdiction for resolution of disputes arising out of or relating to this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

14.1 Entire Agreement. This Agreement, together with the Disclosure Schedule and any exhibits and schedules explicitly incorporated herein, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

14.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

14.3 Amendment and Waiver. Any amendment or waiver of any provision of this Agreement must be in writing and signed by the Party against whom enforcement of the amendment or waiver is sought. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

15. MISCELLANEOUS

15.1 Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except to a successor to all or substantially all of its business to which this Agreement relates.

15.2 Costs and Expenses. Except as otherwise provided herein, each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation and performance of this Agreement.

15.3 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be effective as originals.

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