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Equity Sale Agreement
"I need an Equity Sale Agreement for the sale of 60% shareholding in our Singapore tech startup to a Japanese venture capital firm, with completion targeted for March 2025 and including earn-out provisions based on revenue milestones."
1. Parties: Identification of seller(s) and purchaser(s) with full legal details
2. Background: Context of the transaction and brief company history
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Consideration: Payment terms and mechanics
6. Conditions Precedent: Prerequisites for completion
7. Completion: Mechanics and timing of closing
8. Warranties and Representations: Standard and specific warranties from both parties
9. Governing Law and Jurisdiction: Choice of law and dispute resolution
1. Non-Competition: Restrictions on seller's future activities - used when seller might compete with the business being sold
2. Earn-out Provisions: Additional payments based on future performance - used when part of consideration is contingent on future performance
3. Tag-Along Rights: Rights of minority shareholders to join in sale - used in partial stake sales with continuing shareholders
1. Schedule 1: Share Details: Details of shares being transferred including share certificates
2. Schedule 2: Company Information: Key company details including assets, contracts, employees
3. Schedule 3: Warranties: Detailed warranties about the company and business
4. Schedule 4: Properties: Details of company's real estate assets if applicable
5. Schedule 5: Intellectual Property: List of IP assets owned by the company
6. Schedule 6: Completion Documents: Forms, resolutions and other documents required for completion
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