SHARE ASSIGNMENT AGREEMENT
THIS SHARE ASSIGNMENT AGREEMENT (the “Agreement” or “Share Assignment Agreement”) states the terms and conditions that govern the contractual agreement between [NAME] of address [ADDRESS] (the “Assignee”), and [NAME] ] of address [ADDRESS] (the “Assignor”) who agrees to be bound by this Agreement.
WHEREAS, the Assignor owns [NUMBER OF SHARES OWNED] Shares of [TYPE OF STOCK] stock, which amounts to [PERCENTAGE] of the outstanding shares of stock in [COMPANY NAME], a MARYLAND business (the “Company); and
WHEREAS the Assignor VOLUNTEERS to give the stock, as described below, to the Assignee and the Assignee agrees to accept the stock, as described below, from the Assignor subject to the terms and conditions herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, the Assignee and the Assignor (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows.
- ASSIGNMENT.
Subject to the terms and conditions of this Share Assignment Agreement, the Assignor VOLUNTEERRS to give the Assignee, and the Assignee accepts the shares from the Assignor, [NUMBER OF SHARES] [TYPE OF SHARES] shares of Company stock (the “Shares”).
- CONSIDERATION.
For valuable consideration, the Assignor shall convey/deliver the Shares to the Assignee as agreed in this Agreement.
- EXECUTION AND DELIVERY.
Upon the execution and delivery of this Agreement, the Assignor shall deliver to the Assignee any documentation the Company reasonably requires to process the transfer of the Shares to the Assignee. The Shares shall be delivered to the Assignee on or before [CLOSING DATE] (the “Closing Date”).
- ASSIGNOR’S REPRESENTATIONS.
The Assignor represents, warrants, and agrees to and with the Assignee as follows as of the date of execution of this Agreement and on the Closing Date.
- The Company is a business duly formed and organized under the laws of MARYLAND;
- The Company is in good standing under the laws of MARYLAND and requires action by the Assignee to achieve compliance;
- There is no proceeding, claim or investigation pending against the Company or any of its subsidiaries by any third party or governmental agency, nor, to the Assignor’s knowledge, has any such claim or investigation been threatened;
- The Assignor is the sole beneficial, legal, and record owner of the Shares;
- The Assignor holds valid and marketable title to the Shares which are free and clear of all encumbrances, restrictions on transfer, or other defects in title of any kind;
- The Assignor has the right and authority to enter into and carry out the terms of this Agreement, including without limitation, the transfer of the Shares to the Assignee and has taken all action necessary to validly do so; and
- The Assignor is not a party to any contract that remains in effect with respect to the Shares and there are no restrictions on the transfer of the Shares other than applicable securities laws.
- EXPENSES.
Each respective Party will pay all expenses and fees of their or its legal counsel, accountants, and other agents and advisers incurred pursuant to this Agreement, if any, regardless of whether the processes contemplated in this Agreement are consummated.
- INDEMNIFICATION.
The Assignee and the Assignor each hereby agree to defend, indemnify, and hold harmless the other from and against any claim, damage, liability, loss, cost, or expense (including reasonable attorneys fees) arising directly or indirectly out of:
- Any failure to perform obligations set forth in this Agreement;
- Any inaccuracy or breach of any representations or warranties made in this Agreement, and any and all actions, suits, litigation, arbitration, proceedings, investigations, claims or liabilities of whatever nature arising out of any of the foregoing.
- NO MODIFICATION UNLESS IN WRITING.
No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.
- VENUE.
This Share Assignment Agreement and the interpretation of the terms herein shall be governed by and construed in accordance with the laws of the State of MARYLAND. The Parties irrevocably submit to the exclusive jurisdiction of the federal and state courts located in MARYLAND.
IN WITNESS WHEREOF, each of the Parties has executed this Stock Purchase Agreement electronically or in person, both Parties by its duly authorized officer, as of the day and year set forth below.
___________________________________ ___________________________
Assignor’s Signature Date
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Assignee’s Signature Date
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