Share Purchase LOI Template

SHARE PURCHASE LETTER OF INTENT

This Letter of Intent (the "LOI") is made and entered into as of Date: by and between Buyer Name: with principal address: and Seller Name: with principal address: .

The parties intend by this LOI to set out certain principal terms and conditions upon which Buyer proposes to acquire, and Seller proposes to sell, shares of common stock or other equity interests in the target company identified below (the "Company").

RECITALS

WHEREAS, Seller is the legal and beneficial owner of shares in the Company named Company Name: , jurisdiction of incorporation: , and holds in aggregate Number of Shares: shares of Class/Series: .

WHEREAS, Buyer desires to acquire, and Seller desires to sell, the Shares (as defined below) on the terms and subject to the conditions contained in this LOI and a definitive share purchase agreement to be negotiated in good faith (the "Definitive Agreement").

WHEREAS, the parties intend to proceed promptly to negotiate and execute the Definitive Agreement and to complete the transactions contemplated herein in accordance with the timetable set out below.

NOW, THEREFORE

In consideration of the foregoing and the mutual covenants set forth in this LOI, the parties agree as follows:

1. PURCHASE AND SALE

1.1 Shares to be Sold. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, subject to the terms of this LOI and the Definitive Agreement, the Shares defined as Number of Shares to be Purchased: shares of Class/Series: (the "Shares").

1.2 Purchase Price. The aggregate purchase price for the Shares shall be Purchase Price: (the "Purchase Price"), payable as set forth in the Definitive Agreement.

1.3 Deposit/Earnest Money. Upon execution of the Definitive Agreement or as otherwise agreed, Buyer will deliver to an agreed escrow agent a deposit in the amount of Deposit Amount: , to be applied to the Purchase Price at Closing, refundable only as provided in the Definitive Agreement.

2. DUE DILIGENCE

2.1 Access. Subject to execution of any required confidentiality documentation, Seller shall afford Buyer and its advisors reasonable access to the Company's books, records, contracts and personnel for the purpose of conducting customary commercial, legal, tax and accounting due diligence.

2.2 Period. Buyer shall complete its due diligence within Due Diligence Period (days): days from the date Buyer receives complete data room access, subject to extension by mutual written agreement.

3. EXCLUSIVITY

3.1 No-Shop. For a period of Exclusivity Period (days): days from the date of this LOI, Seller shall not, directly or indirectly, solicit, initiate, entertain or negotiate any offers or proposals for the sale of the Shares or the Company other than with Buyer. Seller shall immediately notify Buyer of any approaches by third parties.

3.2 Break Fee. If applicable, the parties may agree that a termination fee will be payable in the events and amounts to be set forth in the Definitive Agreement. Any such fee and the conditions giving rise to it shall be set out expressly in that Definitive Agreement.

4. CONDITIONS TO CLOSING

4.1 The obligations of Buyer to consummate the transactions contemplated by this LOI and the Definitive Agreement shall be subject to customary closing conditions including, without limitation: (a) the accuracy of Seller's representations and warranties in all material respects as of the Closing Date; (b) performance by Seller of its covenants; (c) absence of any material adverse change in the business, operations or prospects of the Company; (d) receipt of all necessary corporate and third‑party consents, approvals and governmental authorizations; and (e) no injunction or order preventing consummation of the transactions.

4.2 The Definitive Agreement will set forth specific conditions, survival periods for representations and warranties, and customary indemnity provisions, including limitations on liability and baskets/thresholds.

5. PURCHASE PRICE ALLOCATION; TAXES

5.1 Allocation. The parties shall agree at or before Closing on a binding allocation of the Purchase Price among the various classes of consideration for tax and reporting purposes. Unless otherwise agreed, each party will execute such allocation statement as may be required by applicable law.

5.2 Transfer Taxes. All transfer, documentary, stamp or similar taxes and duties (together, "Transfer Taxes") arising from the transactions contemplated hereby shall be allocated as set forth in the Definitive Agreement. If not otherwise allocated, Transfer Taxes shall be borne by Seller.

6. CONFIDENTIALITY

6.1 The parties acknowledge that they will exchange confidential information in connection with the transactions contemplated by this LOI. Except as otherwise agreed in a separate confidentiality agreement executed by the parties, each party shall keep confidential and not disclose any non‑public information received from the other party, except to the extent required by law or as reasonably necessary to its professional advisors, financiers or prospective lenders subject to similar confidentiality obligations.

6.2 The parties agree that a breach of confidentiality will cause irreparable harm for which monetary damages may be an inadequate remedy and that the non‑breaching party shall be entitled to seek equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

7. EXPENSES

Except as otherwise specified in the Definitive Agreement, each party shall bear its own costs and expenses (including legal, accounting and advisory fees) incurred in connection with the negotiation, preparation and consummation of the transactions contemplated by this LOI; provided, however, that any Transfer Taxes and filing fees shall be allocated as set forth in Section 5.

8. BINDING AND NON-BINDING PROVISIONS

8.1 Except as expressly set forth in Section 8.2, this LOI is intended solely as a statement of present intentions of the parties and does not, and is not intended to, create any legally binding obligation on the part of any party to consummate the transactions described herein. No legal obligation with respect to such transactions shall arise unless and until the Definitive Agreement shall have been executed and delivered by the parties.

8.2 The parties agree that the following provisions are legally binding obligations: Sections 2 (to the extent confidentiality provisions are applicable), 3 (Exclusivity), 5 (to the extent addressing Transfer Taxes), 6 (Confidentiality), 7 (Expenses), 9 (Governing Law), and this Section 8 (Binding and Non‑Binding Provisions). All other provisions are non‑binding and intended only as a basis for further negotiation.

9. GOVERNING LAW; MISCELLANEOUS

9.1 Governing Law. This LOI shall be governed by and construed in accordance with the laws of Governing Jurisdiction: without regard to its conflicts of law principles.

9.2 Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by nationally recognized overnight courier, or mailed by certified mail, return receipt requested, to the addresses set forth below or to such other address as either party may designate by notice to the other.

9.3 Amendments and Waiver. This LOI may be amended or supplemented only by a written instrument signed by the parties. No waiver of any provision of this LOI will be effective unless in writing and signed by the party against whom such waiver is asserted.

9.4 Severability. If any provision of this LOI is held to be illegal, invalid or unenforceable under present or future law, such provision shall be fully severable and the remainder of this LOI shall remain in effect.

9.5 Entire Agreement. This LOI constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, understandings and agreements between them with respect to such subject matter, except that any prior confidentiality agreement executed by the parties shall remain in full force and effect as provided therein.

9.6 Counterparts. This LOI may be executed in 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 means shall be deemed originals for all purposes.

ACKNOWLEDGMENT

The parties acknowledge that they have read this LOI, understand its terms, and agree that the provisions identified in Section 8.2 are intended to be legally binding.

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