SPA Agreement Document

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (the Agreement) is entered into on this day of , , by and between Seller Name: , an entity organized and existing under the laws of , and Buyer Name: , an entity organized and existing under the laws of .

RECITALS

WHEREAS, Seller owns and desires to sell certain issued and outstanding shares (the Shares) of (the Company) pursuant to the terms and conditions set forth herein;

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, the Shares on the terms and subject to the conditions contained in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

1.1. Definitions. In this Agreement, unless the context otherwise requires, the following terms have the meanings set forth below:

"Business Day" means a day other than a Saturday, Sunday or other day on which banks are generally authorized or required to be closed in the jurisdiction of the Company's principal executive office.

"Encumbrance" means any lien, charge, pledge, mortgage, security interest, claim, option, or other third-party right affecting the Shares or any asset of the Company.

2. SALE AND PURCHASE

2.1. Transfer. Subject to the terms and conditions of this Agreement, at the Closing (as defined below) Seller shall sell, assign and transfer to Buyer, and Buyer shall purchase from Seller, all of Seller's right, title and interest in and to the Shares described as follows:

Description and number of Shares:

3. PURCHASE PRICE; PAYMENT

3.1. Purchase Price. The aggregate purchase price for the Shares shall be (Purchase Price), subject to adjustment as provided in this Agreement.

3.2. Payment. The Purchase Price shall be paid by Buyer at the Closing by wire transfer to the account designated by Seller, or by such other method as the parties may agree in writing. If part of the Purchase Price is to be paid by promissory note, the terms of such note shall be set forth in a separate promissory note executed at Closing.

4. CLOSING

4.1. Closing Date. The closing of the transactions contemplated by this Agreement (the Closing) shall take place on day of , (the Closing Date), or at such other time and place as the parties shall agree in writing.

4.2. Deliveries at Closing. At the Closing, Seller shall deliver to Buyer certificates representing the Shares, duly endorsed or accompanied by stock transfer powers, and Buyer shall deliver the Purchase Price in accordance with Section 3.2. In addition, the parties shall deliver the documents set forth in Section 5.

5. CLOSING DELIVERIES

5.1. Seller Deliveries. At Closing, Seller shall deliver to Buyer:

(a) Stock certificates representing the Shares free and clear of Encumbrances; (b) a certificate of good standing of the Company where available; (c) resignations or waivers from directors/officers if required by Buyer; and (d) such other instruments and documents reasonably necessary to effect the transfer of the Shares.

5.2. Buyer Deliveries. At Closing, Buyer shall deliver to Seller: (a) the Purchase Price in accordance with Section 3.2; (b) a counterpart signature page to this Agreement; and (c) such other instruments and documents reasonably necessary to effect the transactions contemplated by this Agreement.

6. REPRESENTATIONS AND WARRANTIES

6.1. Seller Representations. Seller represents and warrants to Buyer that, as of the date of this Agreement and as of the Closing Date: (a) Seller has full power and authority to enter into and perform this Agreement and to sell the Shares; (b) the Shares are owned beneficially and of record by Seller and are free and clear of any Encumbrances; (c) the execution and performance of this Agreement by Seller do not and will not violate any material agreement or law applicable to Seller; and (d) there is no action, suit or proceeding pending or, to Seller's knowledge, threatened against Seller that would materially adversely affect Seller's ability to consummate the transactions contemplated by this Agreement.

6.2. Buyer Representations. Buyer represents and warrants to Seller that, as of the date of this Agreement and as of the Closing Date: (a) Buyer has full power and authority to enter into and perform this Agreement and to purchase the Shares; (b) the execution, delivery and performance of this Agreement by Buyer have been duly authorized by all necessary corporate or other action; and (c) Buyer has sufficient funds available to pay the Purchase Price in accordance with this Agreement.

7. COVENANTS

7.1. Conduct of Business. From the date of this Agreement until the Closing, Seller shall cause the Company to carry on its business in the ordinary course consistent with past practice and shall not, without Buyer’s prior written consent, take 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 instruments and take such further actions as may be reasonably necessary to carry out the purposes of this Agreement.

8. CONDITIONS PRECEDENT

8.1. Conditions to Each Party's Obligations. The obligations of each party to consummate the transactions contemplated by this Agreement are subject to the fulfillment (or waiver in writing) on or before 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) no injunction or other legal restraint preventing the consummation of the transactions shall be in effect; and (c) all consents, approvals and filings required by law or third-party agreements shall have been obtained or made.

9. INDEMNIFICATION

9.1. Survival; Claims. Subject to the limitations and procedures set forth in this Section 9, Seller shall indemnify and hold harmless Buyer and its affiliates from and against any and all losses, claims, damages or liabilities arising out of any breach of Seller's representations, warranties or covenants contained in this Agreement. Buyer shall promptly notify Seller in writing of any claim for which indemnity is sought, and Seller shall have the right to assume the defense of such claim with counsel reasonably acceptable to Buyer.

9.2. Limitations. The aggregate liability of Seller under this Section shall not exceed the Purchase Price, except in the case of fraud or willful misrepresentation by Seller.

10. TAX MATTERS

10.1. Allocation of Taxes. Unless otherwise agreed in writing, all transfer, documentary, stamp and similar taxes and fees incurred in connection with the transfer of the Shares shall be paid by Seller Buyer

10.2. Tax Indemnity. Each party shall indemnify and hold harmless the other for any taxes arising or resulting from its breach of tax covenants or incorrect tax filings relating to the period prior to the Closing.

11. CONFIDENTIALITY

11.1. Confidential Information. Each party shall keep confidential and shall not disclose to any third party any confidential information regarding the business, operations or finances of the other party or the Company, except as required by law or to its professional advisors who are bound by confidentiality obligations.

12. LIMITATION OF LIABILITY

12.1. Exclusion of Consequential Damages. Except for willful misconduct or fraud, neither party shall be liable to the other for any special, punitive, exemplary, indirect, incidental or consequential damages, including lost profits, even if such party has been advised of the possibility of such damages.

13. NOTICES

13.1. Method of Notice. All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses set forth below or to such other address as a party may designate by notice to the other.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of laws principles.

14.2. Entire Agreement. This Agreement, including any schedules and exhibits hereto, 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, relating to such subject matter.

14.3. Severability. If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, such provision shall be modified to the extent necessary to make it valid and enforceable, or if modification is not possible, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS

15.1. Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the party against whom enforcement is sought. No waiver by any party of any breach shall be construed as a waiver of any subsequent breach.

15.2. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be effective as originals.

16. MISCELLANEOUS DISCLOSURES

Sign Now