FREE UK Stock Purchase Agreement

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement is made on [Date] by and between:


[Name of the Seller], a company incorporated under laws of United Kingdom, having its registered address at [Address], herein after referred as the Seller;



AND



[Name of the Buyer], a company incorporated under laws of United Kingdom, having its registered address at [Address], herein after referred as the Buyer;



Whereas



(A) Pursuant to a special resolution passed at the annual general meeting of Buyer on [Date], Buyer is authorised to purchase and Seller and/or any of its subsidiaries is/are authorised to Sell the Seller’s Shares subject to certain conditions.



(B) Seller now wishes to sell and Buyer wishes to purchase, certain Seller’s Shares in accordance with part (b) of the special resolution referred to in Recital A by way of an off-market purchase of the shares in accordance with section 164 of the Companies Act 1985.



It is agreed as follows:



1. Share Purchase: The Seller hereby agrees to sell to the Buyer and the Buyer hereby agrees to buy from Seller the purchase shares free from all Encumbrances for, in aggregate, the amount of £ [Amount] Purchase Price.



2. Completion:



2.1 On the Completion Date:



The Seller shall deliver to Buyer a duly executed instrument of transfer of the Purchase Shares in favour of Buyer together with the share certificate (if any); and



3. Representations and Warranties:



3.1 The Seller represents and warrants to Buyer that:



3.1.1 The Seller and/or any of its subsidiaries will at Completion be the legal and beneficial owner/s of the Purchase Shares agreed to be sold and purchased at Completion free from all Encumbrances; and







4. Costs and Stamp Duty:



4.1 Each party shall bear its own costs arising out of the negotiation, preparation and execution of this Agreement. All stamp duty (including fines, penalties and interest) that may be payable on or in connection with this Agreement and any instrument executed under this Agreement shall be borne by Buyer.



5. Governing Law and Jurisdiction:



This Agreement is governed by the laws of England. Each party submits to the nonexclusive jurisdiction of courts exercising jurisdiction there in connection with matters concerning this Agreement.



SIGNED for and on behalf of



BUYER:



…………………………………………………….



Signature



…………………………………………………….



SIGNED for and on behalf of



SELLER:



…………………………………………………….



Signature



…………………………………………………….