EXCHANGE OF SHARES AGREEMENT
This Sale of Shares Agreement (the “Agreement”) is made on this ____ day of January, 2022, by and between:
Insert Company’s Name of Insert Company’s Address
Insert Shareholder’s Name of Insert Shareholder’s Address
IN CONSIDERATION OF the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, Company and Shareholder (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
Article 1: Conveyance and Transfer of Shares
On the terms and subject to the conditions set forth in this Agreement, Shareholder shall convey, transfer, and assign to Company, and Company shall accept from Shareholder all right, title, and interest in and to 500,000,000 issued and outstanding shares of common stock of EIX Construction Services, Corp., worth $88,000,000.00 owned by Shareholder.
Company shall receive consideration in the sum of $53,000,000.00 to be paid in installments of $10,600,000.00 for five years beginning 2023. The Parties understand that there will be a 6-month delay in cashing the stock. Company agrees that it will begin the process of taking EIX Construction Services, Corp. public upon the full performance of this Agreement.
Shareholder hereby sells all his, her or its right, title and interest both at law and in equity to Company free of all mortgages, charges, liens and other encumbrances of whatsoever kind or nature so that Company shall be entitled to become the absolute owner of the Sale Shares free of all such encumbrances and other interests both at law and in equity.
The Parties covenant that they shall do all things and execute all documents as may be reasonably required to give full and further effect to or more properly convey, transfer or assign title to Company.
Article 2: Warranties and Representations Made by Shareholder
The Sale Shares shall be sold to Company free of all mortgages and charges or other encumbrances whatsoever and to the extent to which any such mortgages, charges or encumbrances exist then that Shareholder shall do all things in order to obtain a full and complete discharge and release of that mortgage, charge or other encumbrance and provide the same to Company simultaneously with the execution of this Agreement.
No other person than Shareholder has any interest or right in respect of the Sale Shares held by Shareholder and that Shareholder does not hold Sale Shares on trust for any person or if Shareholder holds any Sale Shares on trust for any person, Shareholder as trustee has full power and authority to sell Sale Shares on the terms contained in this Agreement.
All Sale Shares are fully paid ordinary shares in the capital of EIX Construction Services Corp (the “Company”).
Shareholder has not granted any option to any person to take up or acquire Sale Shares or any part thereof.
If applicable, all consents and procedures under any shareholders’ agreement relating to the transfer of Sale Shares have, in the case of consents, been obtained and in the case of procedures, have been followed or waived so as to enable Shareholder to enter into this Agreement and sell Sale Shares as provided in this Agreement.
If applicable, all consents and procedures under the Company’s constitution relating to the transfer of Sale Shares have, in the case of consents, been obtained and in the case of procedures, have been followed or waived so as to enable Shareholder to enter into this Agreement and sell Sale Shares as provided in this Agreement.
Article 3: Warranties and Representations Made by Company
Company has full power to allot the Consideration Shares to Shareholder and such allotment shall not constitute the breach of any agreement with any other person, company or entity or trigger any right or entitlement in any person, company or entity to make any claim or exercise any right to impose any obligation on Company.
There are no special rights attaching to any of the shares issued in Company that have not been fully disclosed in writing to the Shareholder and except as disclosed in writing to the Shareholder, all shares issued in the Company are ordinary shares and have been allotted as fully paid.
Company is solvent and no demand has been issued against Company. There are no outstanding judgments against Company as at the date hereof and nor will there be at completion. No controller has been appointed to Company or to any of Company’s assets.
All agreements that Purchaser has entered into and which are current are in good standing and Company is not in breach of any of those agreements.
Company is not engaged in any litigation and Company is not aware of any claim that could be made against it by any person, in particular by any customer of or supplier to Company, nor is the Company aware of any circumstance which might give rise to any such claim or to any dispute with any customer or supplier.
The Company has, in all its activities and in the course of carrying on its business, complied with all legislation, codes of practice, standards, permits and authorities and holds all necessary licenses and approvals that may be necessary in order for it to efficiently, properly and lawfully carry on its business.
There are no amounts owed by any of the shareholders of Company to Company and nor are there any amounts owed by the Company to any of its shareholders that have not been disclosed in writing to the Shareholder.
There is no fact or circumstance known to the Company which if known to the Shareholder would cause the Shareholder either not to enter into this Agreement or to enter into this Agreement on terms different to the terms of this Agreement and less favorable to the Shareholder.
Article 4: Dispute Resolution
In the event of a dispute, the parties shall attempt to resolve it amicably by negotiating in good faith. If, within 14 calendar days after receipt by a Party of a Dispute Notice, the Parties have not succeeded in negotiating a resolution of the Agreement Dispute, the Parties agree to submit the Agreement Dispute at the earliest possible date to mediation conducted in accordance with the Commercial Mediation Rules of the American Arbitration Association (“AAA”), and to bear equally the costs of the mediation; provided, however, that each Party shall bear its own costs in connection with such mediation. The parties agree to participate in good faith in the mediation and negotiations related thereto for a period of thirty (30) days or such longer period as they may mutually agree following the initial mediation session (the “Mediation Period”).
Article 5: Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
Article 6: Notice
All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:
- Insert Company’s Address
- Insert Shareholder’s Address
or to such other address as any Party may from time to time notify the other.
Article 7: Modification of Agreement
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
Article 8: Entire Agreement
It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided in this Agreement.
Article 9: Titles/Headings
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Article 10: Severability
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
Article 11: Waiver
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
The Parties have duly affixed their signatures under hand and seal on this _____ Day of January, 2022.
Insert Signatory’s Name on behalf of Insert Company’s Name
Signature: ______________________________ Date:
Insert Signatory’s Name on behalf of Insert Shareholder’s Name
Signature: ______________________________ Date:
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