Sale of Shares Agreement Template

This Sale of Shares Agreement (the "Agreement") made and entered into this [Document.CreatedDate] (the "Execution Date"),

BETWEEN:

​[Seller.FirstName][Seller.LastName] of [Seller.StreetAddress]​ [Seller.City][Seller.State][Seller.PostalCode]​

(the "Seller")

AND

​[Purchaser.FirstName][Purchaser.LastName] of [Purchaser.StreetAddress]​ [Purchaser.City][Purchaser.State][Purchaser.PostalCode]​

(the "Purchaser")

Together, the Seller and the Purchaser will be referred to as "the Parties."

Background

This Agreement states the terms and conditions that govern the contractual agreement between the Seller and the Purchaser.

WHEREAS, the Seller is the owner of record of (Number) shares (the "Shares") of [Company.Name], a (State) corporation (the "Company").

WHEREAS, the Seller wishes to sell the Shares to the Purchaser. The Purchaser wishes to purchase the Shares from the Seller.

NOW, THEREFORE, the Parties agree to this Agreement as follows:

1. Sale and purchase of shares

A. The Purchaser agrees to purchase all the rights, title, interest, and property of the Seller in the Shares for a purchase of (Price) (the "Purchase Price"). The Seller agrees to sell.

B. At the end of this Agreement, the Purchaser will pay the Purchase Price to the Seller.

C. All payments from the Purchaser to the Seller will be made in the form of a certified check, a wire transfer, or a bank draft of immediately available funds.

2. Representations and warranties of the seller

The Seller represents and warrants to the Purchaser:

A. The Seller would not be recognized as an issuer, insider, affiliate, or associate of the Company as defined or recognized under applicable securities laws and regulations.

B. The Seller has the legal right and capacity to enter into this Agreement and fulfill its obligations.

C. The Seller is the owner of the Shares and is free of any lien, encumbrance, security interests, charges, mortgages, or adverse claim, or other restriction that would prevent the transfer of the Shares to the Purchaser.

D. The Seller is not bound by any agreement that would prevent any transactions of this Agreement.

E. The execution of this Agreement shall be valid, binding, and enforceable upon all the Parties in the Agreement.

F. To the knowledge of the Seller, no legal action or suit is pending against the Parties that would affect this Agreement.

3. Representations and warranties of the purchaser

The Purchaser represents and warrants to the Seller:

A. The Purchaser would not be recognized as an issuer, insider, affiliate, or associate of the Company as defined or recognized under applicable securities laws and regulations.

B. The Purchaser is not bound by any agreement that would prevent any transactions of this Agreement.

C. To the knowledge of the Purchaser, no legal action or suit is pending against the Parties that would affect this Agreement.

4. Closing

A. The purchase and sale of the Shares (the "Closing") will take place on (MM.DD.YYYY) (the "Closing Date") at (Place) ("Closing Location").

B. The Seller and the Purchaser must mutually agree if the Closing Date and/or Closing Location will change.

C. At Closing, the Purchaser will pay the full Purchase Price to the Seller.

D. At Closing, the Seller will deliver the Shares to the Purchaser.

5. Expenses

To fulfill the Agreement, the Parties agree to pay each of their own costs and expenses.

6. Finder's Fees

Neither the Seller nor the Purchaser will pay any type of finder's fee to any other individual who is connected to the Agreement.

7. Agreement

A. All Parties to this Agreement represent and warrant that no investment banker, no broker, nor any other intermediary facilitated the sale and /or purchase of the Shares in this Agreement.

B. Thus, all Parties to this Agreement represent and warrant that no investment banker, no broker, nor any other intermediary is entitled to a fee or commission in connection to the sale and/or purchase of the Shares.

C. All Parties indemnify and hold harmless all other parties to this Agreement for any claims for brokerage fees or other commission.

8. Dividends

The Purchaser will have ownership of:

• Any dividends earned by the Shares and payable before the Closing

• Any dividends earned by the Shares and payable after the Closing.

9. Governing Law

A. This Agreement will be enforced according to the laws of [Seller.State].

B. The Parties submit to the jurisdiction of the courts of [Seller.State] in order to enforce this Agreement.

C. The Parties agree that any arbitration award or decision arising from this Agreement will be subject to the jurisdiction of the courts of [Seller.State].

10. Miscellaneous

A. Time is of the essence for this Agreement.

B. If this Agreement is executed in counterparts, the Parties agree that facsimile signatures are binding and are considered to be the original signatures.

C. No other parties will sign, either in whole or in part, for the Seller or the Purchaser without written consent by the Seller or the Purchaser.

D. All representations and warranties of the Parties for this Agreement will stand past the Closing.

E. The headings used in this Agreement are inserted only to make this Agreement easier to read; the headings are not to be used when interpreting this agreement.

F. Singular words include their plural counterparts and vice versa. Words in the masculine gender include the feminine gender and the neuter gender and vice versa.

G. If any term, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the Parties intend said term to be reduced in scope only by the court to the extent that the court deems necessary to make said term reasonable and enforceable; the remainder of the Agreement will not be affected or invalidated in any way.

H. This Agreement contains the entire agreement between the Parties. Any statements or representation that may have been made by the Parties but does not appear in this Agreement are not a part of this Agreement. The Parties are only bound to what is written in the agreement.

I. If there are notices of delivery required, they will be considered completed when the Agreement is hand-delivered, when the Agreement is delivered by an agent, or when the Agreement has been in the mail for (Number) days, with postage prepaid to the parties' addresses that are contained in this Agreement.

IN WITNESS WHEREOF the Seller and the Purchaser have duly affixed their signatures under hand and seal on this (MM.DD.YYYY).