SHARE DONATION AGREEMENT

This Share Donation Agreement, herein referred to as the “Agreement” dated
______day of ________ 20__ is made between Mind Fuel Management LLC
hereinafter referred to as the “Company” and Associacao Sombra Zero, herein referred to as
the “charity”.
In consideration of the mutual promises and covenants in this agreement, of which the
receipt and sufficiency are hereby acknowledged, the parties further agree to the terms as
follows; –

  1. TRANSFER.
    The company agrees to donate and the charity agrees to accept the sixty percent (60%)
    shares in the company following the terms and conditions set forth herein. Both parties are
    bound to their obligations under this Agreement.
  2. DONATION.
    The above-mentioned transfer is intended to be a donation in regards to sixty percent (60%)
    of Mind Fuel Management LLC hereinafter referred to as “share” to the charity.
  3. WARRANTIES.
    The Parties hereby warrant and represent full capacity and authority to execute this
    Agreement and deliver the necessary documents for this transaction.
  4. DOCUMENTS.
    The Parties hereby agree to execute and deliver the necessary documents for the fulfillment
    of this Agreement.
  5. ASSIGNMENT.
    The Company hereby conveys, transfers, and assigns to the charity all the rights to title and
    ownership over the sixty percent (60%) Shares. Furthermore, the Company agrees to
    convey, transfer, and deliver the certificates and documents of ownership and title over the
    sixty percent (60%) Shares to the company.
  6. RIGHTS.
    The charity shall have the right to the dividends earned by the sixty percent (60%) Shares
    after its acceptance of the donation from the Company. Moreover, the charity shall have all
    the voting rights attached to the Shares after it accepts the donation from the Company.
  7. SEVERABILITY.

If any provision of this Agreement is declared by any competent court as invalid, illegal, or
unenforceable, then that provision shall be severed from this Agreement. The remaining
provisions shall remain in full force as though the invalid, illegal, or unenforceable provision
was not part of this Agreement

  1. NON-ASSUMPTION OF LIABILITIES.
    It is understood and agreed between the parties that the charity is not assuming and will not
    be liable for any of the liabilities, debts, or obligations of the company arising out of
    ownership or operation of the company before and including the date of transfer.
  2. CONFLICT/DISPUTE RESOLUTION.
    In the event that there arises a conflict and/or issue in regards to this agreement, parties
    hereby agree that the Dispute resolution mechanism is going to be American Arbitration
    Asociation and Commercial Rules of Arbitration by written submission only a decision of
    which will be final and binding upon the parties.
  3. GOVERNING LAW.
    This agreement shall be governed by and construed in accordance with the laws of Puerto
    Rico and Cape Verde.
  4. WAIVER.
    The rights and remedies of each party to this Agreement are, except where expressly stated
    to the contrary, without prejudice to any other rights and remedies available to it. No neglect,
    delay, or indulgence by any party in enforcing any provision of this Agreement shall be
    construed as a waiver and no single or partial exercise of any right or remedy of any party
    under this Agreement shall affect or restrict the further exercise or enforcement of any such
    right or remedy
    The liability of any party to this Agreement may in whole or in part be released,
    compounded, or compromised and if the other party gives time or indulgence to the person
    under such liability, this shall in no way prejudice or affect that party’s rights against any
    other person under the same or similar liability.
  5. ENTIRE AGREEMENT.
    This Agreement contains the entire understanding of both parties and supersedes any prior
    communications of the Parties, both written and oral.
  6. ALTERATIONS.

No purported alteration of this Agreement or any of the documents referred to in this
Agreement shall be effective unless it is in writing, refers specifically to this Agreement, and
is duly executed by each party to it.
By signing below, the Parties hereby enter into a binding share donation agreement with one
another.

Signed by the duly Authorized Representative
of the COMPANY;

Signed by the duly Authorized
Representative of the CHARITY;

Signature:
………………………………………….

Signature: ……………………………………

Name:
………………………………………………

Name:
……………………………………………
Designation: ……………………………………… Designation: …………………………………….
Date: ……………………………………………… Date: ……………………………………………
Telephone: ……………………………………… Telephone:

………………………………………

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