SHARES TRANSFER AGREEMENT

This Share Transfer Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE TRANSFEROR], having registered office at [INSERT ADDRESS OF THE TRANSFEROR] (hereinafter referred to as the “Transferor” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE TRANSFEREE], having registered office at [INSERT ADDRESS OF THE TRANSFEREE] (hereinafter referred to as the “Transferee” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Transferor” and the “Transferee” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The transferor is the legal and beneficial owner of [INSERT TOTAL NUMBER OF SHARES] in [INSERT NAME OF THE COMPANY], (hereinafter referred to as “Company”) a company duly incorporated under the laws of [INSERT COUNTRY], with its registered office at [INSERT ADDRESS OF THE COMPANY].
2. The transferee desires to acquire the said shares from the transferor, and the Transferor agrees to transfer the said shares to the transferee, subject to the terms and conditions of this agreement.
3. The Transferor and Transferee mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. "Agreement” means this Shares Transfer Agreement, including all schedules, exhibits, and amendments hereto.
   2. “Shares” means [INSERT NUMBER OF SHARES] fully paid [INSERT CLASS OF SHARES] of the company legally and beneficially owned by the Transferor.
   3. “Transferor” means an individual, who is the legal owner of the shares.
   4. “Transferee” means an individual, who agrees to acquire the shares from the transferor.
   5. “Purchase price” means the amount, payable by the transferee to the transferor for the transfer of the shares.
   6. “Closing Date” means the date on which the transfer of the shares is completed or such other date as may be mutually agreed upon in writing by the parties.
2. TRANSFER OF SHARES
   1. Subject to the terms and conditions hereof, the Transferor has agreed to transfer shares to the Transferee, at a purchase price of [INSERT PURCHASE PRICE] per share on [INSERT CLOSING DATE] (hereinafter referred to as “closing date”). The Transferee has agreed to purchase [INSERT PURCHASED NUMBER OF SHARES] shares of the Transferor.
   2. The Transfer is final and includes all rights and obligations associated with the shares, including but not limited to dividend entitlements, voting rights, and any dividends that are due or declared will be payable to the transferee.
3. MODE OF PAYMENT
   1. The Transferee agrees to pay the purchase price to the Transferor by bank transfer on or before the closing date.
   2. The Transferee shall transfer the total purchase price to the Transferor’s designated bank account, the details of which will be provided by the transferor.
   3. Upon receipt of the full purchase price by the transferor, the transferor shall immediately deliver to the transferee:
      1. The duly executed share transfer forms necessary to effect the transfer of the shares.
      2. Any share certificates or other documents required to evidence the transfer of ownership to the Transferee.
   4. The Transferor’s obligation to deliver the share transfer forms is conditional upon the receipt of the full purchase price from the transferee.
4. REPRESENTATION AND WARRANTIES
   1. Transferor's Representations:
      1. The Transferor is the legal owner of the shares and has full authority to transfer the same.
      2. The shares are free from any lien, charge, encumbrance, or third-party interest.
   2. Transferee's Representations:
      1. The Transferee has the necessary power and authority to purchase the shares.
5. INDEMNIFICATION
   1. The Transferor hereby agrees to indemnify and hold harmless the Transferee, its officers, directors, employees, and agents from and against any and all losses, claims, damages, liabilities, costs, or expenses (including reasonable legal fees) arising out of or in connection with any breach of the Transferor’s representations, warranties, or obligations under this Agreement
6. APPLICABLE LAW
   1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
   2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
      1. By direct negotiations between the Transferor and Transferee.
      2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATIONS] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
7. NOTICES
   1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
      1. If to the Transferor: [INSERT EMAIL ID OR/AND ADDRESS OF TRANSFEROR]
      2. If to the Transferee: [INSERT EMAIL ID OR/AND ADDRESS OF TRANSFEREE]
   2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
8. DISPUTE RESOLUTION
   1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
   2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator .The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
9. MISCELLANOUS
   1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
   2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the English.
   3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
   4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
   5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
   6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
   7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
10. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Transferor

Name: [INSERT NAME OF THE TRANSFEROR/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF TRANSFEROR]

Signed, sealed and delivered on behalf of Transferee

Name: [INSERT NAME OF THE TRANSFEREE/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF TRANSFEREE]