Free Buy-Sell Agreement for Shares

1. Introduction

This Buy-Sell Agreement (hereinafter referred to as "Agreement") is entered into on this December 30, 2099 by and between [YOUR NAME] (hereinafter referred to as "Seller") with an address at [YOUR COMPANY ADDRESS] and Harold Abern (hereinafter referred to as "Buyer") with an address at Peoria, AZ 85345.

2. Purpose

The purpose of this Agreement is to establish the terms and conditions under which the Seller agrees to sell and the Buyer agrees to purchase shares in [YOUR COMPANY NAME], a corporation organized and existing under the laws of [State/Country], with its principal office at [YOUR COMPANY ADDRESS].

3. Sale and Purchase of Shares

3.1 Shares to be Sold

The Seller agrees to sell, and the Buyer agrees to purchase 20 shares of common stock of [YOUR COMPANY NAME](hereinafter referred to as "Shares").

3.2 Purchase Price

The total purchase price for the Shares shall be $50,000, payable in lawful money of US dollars according to the terms set forth herein.

4. Payment Terms

1. Initial Payment: The Buyer shall pay an initial amount of $50,000 of the Purchase Price on the execution date of this Agreement.

2. Subsequent Payments: The remaining balance of the Purchase Price, amounting to $150,000, shall be paid in monthly installments over a period of 12 months, with payments due on the 1st day of each month, starting on January 1, 2100.

3. Method of Payment: Payments shall be made via wire transfer to the bank account specified by the Seller.

4. Late Payment: Any late payments will incur an interest rate of 5% per annum, starting from the due date until the full amount is paid.

5. Final Payment: The final payment, including any applicable adjustments or fees, is due on December 1, 2100, or upon completion of any specific milestones, as defined in this Agreement.

5. Representations and Warranties

5.1 Seller's Representations

The Seller represents and warrants that they are the lawful owner of the Shares and have full right, power, and authority to sell and transfer the Shares as provided in this Agreement. The Shares are free and clear of any liens, encumbrances, or claims.

5.2 Buyer's Representations

The Buyer represents and warrants that they have the full power and authority to enter into this Agreement and to perform their obligations hereunder.

6. Conditions Precedent

This Agreement is subject to the following conditions precedent:

1. Approval of the Transaction: The Buyer’s board of directors must approve the terms of this Agreement and the purchase of the Shares.

2. Due Diligence Review: The Buyer must complete a satisfactory due diligence review of the Company, including its financial statements, legal standing, and any existing liabilities.

3. Regulatory Approvals: All required regulatory approvals, including those from government agencies or industry regulators, must be obtained prior to the closing of the transaction.

4. No Material Adverse Change: There shall be no material adverse change in the financial position or operations of the Company between the execution of this Agreement and the closing date.

5. Execution of Ancillary Documents: The execution of any additional documents or agreements necessary to complete the transaction, including shareholder resolutions or consents, must be completed.

6. Payment of Initial Amount: The Buyer must make the initial payment as specified in Section 4 of this Agreement.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflicts of laws principles.

8. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

9. Amendments

No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties.

10. Signatures

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

[YOUR NAME]
SELLER

Harold Abern
BUYER

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