Share Sale Agreement

SHARE SALE AGREEMENT

THIS AGREEMENT (hereinafter "Agreement") is dated ________.

BETWEEN THE VENDOR (hereinafter "Vendor"):

________ (ACN ________)

Of the following address:

________

AND THE PURCHASER (hereinafter "Purchaser"):

________ (ACN ________)

Of the following address:

________

(1) BACKGROUND

(1.1) This Agreement relates to shares in the following company ("the Company"):

________ (ACN ________)
________

(1.2) The Vendor owns shares in the Company, as further described in the "Sale" clause of this Agreement ("the Shares").

(1.3) Subject to the terms of this Agreement, the Vendor wishes to sell, and the Purchaser wishes to buy the Shares ("the Sale").

(1.4) The Vendor and Purchaser shall herein be referred to collectively as the "Parties" or individually as a "Party".

(2) SALE

(2.1) The Vendor agrees to sell, and the Purchaser agrees to purchase the following shares ("the Shares") in the Company:

________ (________) Ordinary shares

(2.2) The Vendor agrees to sell, and the Purchaser agrees to purchase the Shares for the following sale price ("Sale Price"):

Sale Price per Share: $________ (________) per Share
Total Sale Price: $________ (________)

(3) PAYMENT

(3.1) The Total Sale Price will be paid in one lump sum payment.

(3.2) The methods of payment the Vendor will accept are as follows:

________

(4) CLOSING

(4.1) The Total Sale Price will be paid in full on or before the following date: ________ (the "Closing Date"). On the Closing Date, the Parties will meet as follows:

Address of Closing:

________

Time of Closing: ________

(4.2) On the Closing Date, the Parties will ensure all required documentation between them is complete, including the Vendor delivering to the Purchaser any relevant share certificates (the "Share Certificates"). For any transfer documents required, the Vendor shall properly execute each document as needed to ensure the Purchaser acquires full rights in the Shares.

(5) VENDOR REPRESENTATIONS & WARRANTIES

(5.1) The Vendor hereby represents and warrants that the Vendor has good title to the Shares conveyed herein and that the Shares are that of the Company, which is a duly organised Company, and in good standing, under the laws of New South Wales and the Vendor has the authority to sell good title to the Shares.

(5.2) The Vendor warrants that the Vendor has no limitations on making such sale, such as any security interest, lien, or encumbrance. The Vendor is not a party to any contract with regard to any third party rights in the Shares or voting in the Company as a result of the Shares.

(5.3) Additionally, the Vendor represents and warrants that there are no restrictions of any kind, including options, share purchase agreements, or redemption agreements on the Shares.

(5.4) The Vendor further represents and warrants that it will take any steps to perfect the Purchaser's receipt of the Shares as required.

(6) PURCHASER REPRESENTATIONS & WARRANTIES

(6.1) The Purchaser hereby represents and warrants that the execution of this sale will not put the Purchaser in default of any contractual relationship to which the Purchaser is a party and that the Purchaser will deliver the Total Sale Price as required under this Agreement.

(6.2) The Purchaser warrants that the Purchaser has consulted with legal and investment advisors regarding the sale or waives the right to do so.

(6.3) The Purchaser fully understands the benefits and risks of purchasing the Shares.

(7) EXPENSES

Each Party is responsible for paying its own costs and expenses in connection with this Agreement.

(8) TAX

Each Party is responsible for its own tax obligations in relation to the Sale set out in this Agreement. Unless otherwise agreed between the Parties:

(8.1) CAPITAL GAINS TAX: The Vendor is responsible for any applicable capital gains tax payable on the Sale of the Shares.

(8.2) GOODS AND SERVICES TAX: Unless expressly included, the Sale Price is exclusive of any Goods and Services Tax ("GST"). If any supply made under or in connection with this Agreement is a taxable supply, then the Purchaser will, in addition to the Sale Price, pay the Vendor an amount equal to the GST on the supply, subject to the Vendor providing a valid tax invoice to the Purchaser for such taxable supply.

(8.3) STAMP DUTY: The Purchaser is responsible for any applicable stamp duty payable on the Sale of the Shares.

(8.4) WITHHOLDING TAX: If the Vendor is a foreign resident for tax purposes at the time of the Sale, the Purchaser may be required under Australian tax law to withhold a percentage of the Sale Price and remit it to the Australian Taxation Office, unless a clearance certificate or variation has been provided by the Vendor.

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(11) TIME OF THE ESSENCE

Time is of the essence in this Agreement.

(12) PURCHASER ACKNOWLEDGEMENTS

(12.1) The Vendor has not made any representations to the Purchaser about the anticipated future performance of the Company.

(12.2) The Vendor has not given any investment advice or financial advice to the Purchaser regarding the Purchaser's purchase of the Shares.

(12.3) The Vendor does not guarantee any specific performance of the Company, including through sales, distributions, or otherwise.

(12.4) The Purchaser accepts that the sale of this Shares is "as is."

(12.5) The Purchaser acknowledges that it is up to the Purchaser to conduct their own due diligence regarding the Company and their investment.

(12.6) The Purchaser confirms that the Purchaser has independently evaluated this investment and the Purchaser accepts the risks associated with the purchase of the Shares.

(13) CONDITIONS

The sale of the Shares is subject to the following terms and conditions:

________

(14) CONFIDENTIALITY

The Parties acknowledge and agree that Confidential Information, as defined below, may be exchanged in the course of the Parties' relationship. Each Party shall maintain the secrecy of the other Party's Confidential Information throughout the duration of this Agreement, as well as for a period of three (3) years after the termination of this Agreement. Confidential Information shall be defined as any information which is confidential and commercially valuable to the Party owner of that information. Confidential Information may be in the form of documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs or other oral or written knowledge and/or secrets and may pertain to, but not be limited to, the fields of research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property and/or finance or any other information which is confidential and commercially valuable. Confidential Information shall not mean any information which:

(14.1) is known or available to the public at the time of disclosure or became known or available after disclosure through no fault of the non-owner Party;

(14.2) is already known, through legal means, to the non-owner Party;

(14.3) is given by the owner Party to third parties, other than the non-owner Party, without any restrictions;

(14.4) is given to the non-owner Party by any third party who legally had the Confidential Information and the right to disclose it; or

(14.5) is developed independently by the non-owner Party and the non-owner Party can show such independent development.

(15) WRITTEN COMMUNICATION

In relation to any correspondence or notification which is required under this Agreement to be provided in writing from one Party to the other Party:

(15.1) such notice is properly given if given to the other Party:

(15.1.1) by email to an email address that the other Party has nominated, acknowledged or used in connection with this Agreement; or

(15.1.2) by mail to a mailing address the other party has nominated, acknowledged or used in connection with this Agreement.

(15.2) such notice is taken to be received:

(15.2.1) if sent by email, when the email becomes capable of being retrieved by the recipient at the relevant email address;

(15.2.2) if sent by prepaid mail within Australia, five (5) days after the date of posting;

(15.2.3) if sent by prepaid mail to or from an address outside Australia, twenty one (21) days after the date of mailing.

(16) GENERAL PROVISIONS

(16.1) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

(16.2) JURISDICTION, VENUE & CHOICE OF LAW: This Agreement is subject to the laws of New South Wales and each Party submits to the jurisdiction of the courts of New South Wales.

(16.3) MONETARY REFERENCES: Unless explicitly stated otherwise, all monetary amounts referenced in this Agreement, including but not limited to fees, costs, charges, expenses, fines, penalties, allowances, or any other financial considerations, are expressed in Australian dollars (AUD).

(16.4) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party.

(16.5) ENTIRE AGREEMENT: In relation to the subject matter of this Agreement, this Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral. The Parties each respectively agree that in entering into this Agreement, they did not do so in reliance on any representations, warranties or other provisions except for those which are expressly provided in this Agreement.

(16.6) AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.

(16.7) RIGHTS, REMEDIES AND POWERS: Unless expressly provided in this Agreement, any rights, remedies or powers which a Party acquires under this Agreement are cumulative and apply in addition to any rights, remedies or powers which that Party may otherwise have. Unless expressly provided in this Agreement, nothing in this Agreement shall in any way reduce, extinguish, postpone or otherwise limit any right, remedy or power which that Party may have.

(16.8) SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.

(16.9) NO WAIVER: In the event that any Party fails to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.

(16.10) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organisation only. Headings shall not affect the meaning of any provisions of this Agreement.

(16.11) FORCE MAJEURE: The Parties are not liable for any failure to perform due to causes beyond their reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, pandemics, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

(16.12) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.

(16.13) SURVIVAL OF OBLIGATIONS: At the termination, expiration or completion of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination or expiration shall remain in full force and effect, including but not limited to any provisions which explicitly state that they will survive termination or expiration.

EXECUTED AS AN AGREEMENT THIS ________

Signed for and on behalf of ________ (ACN ________) in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ and ________, two of its directors:

..................................................

________, Director

..................................................

________, Director

Signed for and on behalf of ________ (ACN ________) in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ and ________ two of its directors:

..................................................

________, Director

..................................................

________, Director