Such a purchaser declares that he is a “qualified investor” within the meaning of Rule 501 of Regulation D of the Securities Act. This Buyer understands that the Shares and any Additional Shares will be offered and sold pursuant to a registration exemption contained in the Securities Act based in part on buyer`s statements contained in this Agreement, including, but not limited to, the fact that such Buyer is a “qualified investor within the meaning of Regulation D of the Securities Act”. Such Buyer has received all information or has had full access to any information it deems necessary or appropriate to make an informed investment decision with respect to the Shares and any additional Shares to be acquired by it under this Agreement. www.themalawyer.com/anatomy-of-a-stock-purchase-agreement/ Since share purchase agreements are designed to protect all parties involved, there are very few cases in which you should consider not using one: CONSIDERING that the Company wishes to sell to the Buyer and the Buyer wishes to purchase from the Company the number of common shares of the Company indicated on the signature page (together, the “Shares” at a price of $1.50 per share, subject to the terms of this Agreement and other documents or instruments contemplated herein. Buyer understands that Fulbright & Jaworski, L.L.P., solely as accommodation for the Company and Buyers, has agreed to act as an escrow agent (the “Trust Agent” for transactions under this Agreement). The escrow agent also acts as legal counsel to the Company and that certain fees and expenses due by the Company to the Trustee Agent may be paid by the Company from the amounts deposited, including all costs incurred in connection with the transactions contemplated herein. Buyer agrees and acknowledges that the trustee`s obligations are solely ministerial in nature and that the trust agent assumes no liability and is not liable to the purchaser, the corporation or any other person, unless the trust agent is definitively determined to have acted in bad faith. The Trust Agent is hereby responsible for (i) receiving the purchase price of the Investment deposited by the Purchaser at closing and held in an escrow account designated by the Trustee; and (ii) receive originals or copies of the signature pages of this Agreement and other financing documents. Upon closing, the trust agent (x) will release the funds deposited with the Company with the original or copies of the signature pages of this Agreement and other financing documents; and (y) provide copies of the signature pages of this Agreement and other financing documents to Buyer. The Buyer and the Company acknowledge and agree that the Escrow Agent will use its fixed escrow account as an escrow account and that under no circumstances will interest be paid on the amounts held in the escrow account to a Buyer or the Company, regardless of how long such funds are held.

The Buyers and the Company jointly and severally agree to indemnify and hold harmless the Trust Agent from and against all costs, costs, expenses, damages, judgments, amounts paid in settlement and all other liabilities incurred by the Trust Agent in connection with, in connection with or arising out of its performance as a Trust Agent. This Agreement is one of many substantially identical common share purchase agreements signed by The Purchasers and may not be modified, supplemented or waived any provision of this Agreement unless there is the written consent of any purchaser affected by such modification, supplement or waiver. Stock purchase agreements are divided into a variety of sections that help define what certain concepts mean and explain how the transaction process works. When divided into parts, the anatomy of a share purchase agreement is as follows: this agreement can be executed in an unlimited number of counterparties, and each of these counterparties to this agreement is considered the original instrument, but all these counterparties together form a single agreement. Fax counter-signatures to this Agreement shall be acceptable and binding. The temptation is to quickly review these definitions, as long as they are standard terms. However, it is important to read them carefully, as these terms can significantly change the meaning of certain parts of the agreement depending on how they are defined from the beginning. Some terms that can have a significant impact depending on the context are: When you are ready to enter into a share purchase agreement, publish your legal employment on the UpCounsel marketplace. These lawyers are graduates of prestigious law schools such as Yale and Harvard.

Since 95% of lawyers are excluded, you will only get the best legal aid. UpCounsel`s lawyers have an average of 14 years of experience, so your company and shareholders are in good hands. corporatefinanceinstitute.com/resources/knowledge/deals/asset-purchase-vs-stock-purchase/ The Company is not obligated to pay any commission, brokerage fee or brokerage fee based on any alleged agreement or understanding between Buyer and any third party with respect to the transactions contemplated herein. Buyer hereby agrees to indemnify the Company against any claim by third parties for commissions, brokerage or intermediation fees or other payments relating to this Agreement or the transactions contemplated herein on the basis of any alleged agreement or understanding between such Buyer and such third party, whether express or implied, arising from the actions of this Buyer. Sometimes contracts may include a specific clause that prevents the transfer of licenses. This may include exclusive distribution, license or right. They could be titles for a fleet of cars. A share purchase agreement may be the best choice if the target has exclusive contracts or licenses that cannot be transferred. Share purchase agreements are important because they record the terms of a sale in writing. This can avoid misunderstandings that can end up in the courtroom. The agreement also allows the seller to show and declare that he is the owner of the stock for sale.

This gives the buyer more confidence in the transaction. 2.2 Upon closing, the Company (i) requires the Company`s Transfer Agent to promptly issue share certificates equal to the number of Shares purchased by buyer and (ii) a duly signed registration fee agreement (as defined in Section 7 of this Agreement) upon receipt of one or more certified bank checks or transfers equal to the purchase price by the Fiduciary Agent (as defined in Section 4.4 of this Agreement) in Amount of the purchase price. as indicated on the signature page (the “Purchase Price” and the Contract and registration rights signed by each of the Buyers. General provisions – Each agreement is concluded with a section that covers different provisions. In this section you will also find the price and any adjustments to the purchase price, as well as any other items shared between the parties when concluding the transaction. This includes the following: When purchasing common shares, the buyer assumes all assets and liabilities, whether disclosed or not. When buying securities, the buyer selects specific assets and liabilities that he wants to buy. There are various tax implications with a SPA. However, it can still be good to have a purchase contract. .