Example of Stock Purchase Agreement

A share purchase agreementIt is a contract in which the ownership of shares that can be of type “A” or type “B” is transferred, and in case of being of type “A”, it will assign the right to participate in the decisions and in case of being type "B" they will only allow to receive dividends but will be excluded from taking decisions.

A transaction can also be made on both types of actions.

Example of contract for the sale of shares:

CONTRACT FOR THE SALE OF SHARES CELEBRATED BY “COMPUMARTE EXPRESS S.A. DE C.V., ”REPRESENTED IN THIS ACT BY Eduardo Fonseca Reveles and Antonio Hernández Herrera WHO WILL HEREIN BE CALLED "THE SELLERS" and COMPUMOVILNEZA S.A. DE C.V., REPRESENTED IN THIS ACT BY Felipe de Jesús Islas Calderón WHO WILL HEREBY BE CALLED "THE BUYER", WHO WILL BE GUIDED BY THE FOLLOWING BACKGROUND, STATEMENTS AND CLAUSES:

BACKGROUND:

Both parties enter into this contract in order for "THE BUYER" to acquire 450 series "A" type shares and 3000 series "B" type shares, which were issued by the company called “COMPUMARTE EXPRESS S.A. DE C.V., ”here represented by Eduardo Fonseca Reveles and Antonio Hernández Herrera, who are protected by the titles of shares no. 29550 to 30000 of the series called "A" and 562 to 3562 of the series "B".

STATEMENTS:

1.- Declare "THE SELLERS":

a) That “COMPUMARTE EXPRESS S.A. DE C.V., ”is a fully constituted and organized company that is duly registered in the public registry of property and commerce with number 4568 dated May 23, 2003, which attests the Lic. Eduardo Castañeda Reveles, Notary Public number 563 of the Federal District
b) That they are the sole and absolute holders of 450 shares of type “A” and of 3000 shares of type “B” that represent 60% of the total capital of the company called “COMPUMARTE EXPRESS S.A. FROM C.V., ”and that are covered by the shares titles Numbers 965844 of Series“ A ”and 236574 of series“ B ”which we are obliged to endorse and deliver after registering. corresponding in the book of the company "COMPUMARTE EXPRESS S.A DE C.V.," As established in article 129 of the general law of Mercantile Societies, delivery to be made to the party acquirer.
c) These shares are free of encumbrances, fully paid and free of any commitment or trust that may limit their transfer.
d) There is no judicial or extrajudicial action or any effect that affects the ownership or transferability of these Actions as well as that there is no knowledge that the threat of acts is prepared or exists Similar.

2.- Declarations of "THE PURCHASER"

a) “THE BUYER” ensures that it is a perfectly organized and constituted commercial company in accordance with the laws of the United Mexican States, in accordance with the provisions of public deed number 658 dated June 6, 2005, executed before the Lic. Eduardo Valverde Ocaña notary public number 587 of Mexico City Federal District with folio number 9856/2005
b) Declares to have the necessary resources to carry out the purchase of the shares mentioned and established in the above writing.
c) Likewise, it declares that the funds used for said purchase are of legal origin, and verifiable in accordance with the law.

3.- "COMPUMARTE EXPRESS S.A. DE C.V., ”states:

 a) It is the owner of the concession number 7541 issued by the Ministry of the Interior, for the installation, opening and operation of import stores of computer equipment, accessories, consumables and spare parts of which it is fully aware "EL BUYER".

4.- Each of the parties declares:

a) Have full powers and economic capacity to enter into this contract and be able to comply with its parts.
b) This contract is duly validated and executed, thus granting a valid and binding agreement for the purchasing party in accordance with its parts.
c) This contract was entered into and granted with its fulfillment by the buyer in accordance with the following:

1) These acts are authorized in accordance with corporate acts and any other corresponding stipulation
2) No legislation is violated in the formation and conformation of this contract.
3) No sentence, provision or any right that can be appealed or attributable to any other person is not violated.
4) It does not exist or conflict with any corporate document regarding either of the two companies.

d) Each and every one of the parts of this contract are fully rectified and are correct, and until this date there is no reason why this contract.
e) The representative of "The buyer" has the powers duly established and they have not been revoked until this moment in which said contract is entered into.

By virtue of the previous antecedents and declarations, and with the intention of the Parties to remain legally bound, they are bound in accordance with the terms and conditions contained in the following:

CLAUSES:

First.- Stocks buyselling.

1) In accordance with the provisions of this contract, "THE SELLERS" dispose of in favor of "THE BUYER" the aforementioned shares, who acquires them being free of any encumbrance, burden or limitation.
2) The endorsement, delivery and registration will be made by virtue of the sale made after the total payment of the price.

a) The titles that protect the shares object of this contract will be endorsed in favor of the buyer
b) A material delivery will be made by the sellers of the shares acquired with this contract and “THE BUYER” will be registered. in the shareholders' book of “COMPUMARTE EXPRESS S.A. DE C.V., ”in accordance with the provisions of article 129 of the General Law of Mercantile Companies delivering the total accounting of “COMPUMARTE EXPRESS S.A. DE C.V., ”at the end of the realization of this contract.

3) The price of the shares has been set at $ 5000.00 pesos M / N (CINCOMIL PESOS M / N) for each standard share "A" and $ 500.00 (FIVE HUNDRED PESOS M /) For each share type "B" payments to be made as follows way:

a) On the date and place of the signing of this contract, the amount of $ 2,250,000 (two million two hundred fifty thousand pesos m / n) for the payment of type “A” shares, signing a document that endorses said payment in the legal manner correspondent.
b) The amount of $ 1500000 (one million five hundred thousand pesos m / n) payable by electronic bank transfer payment made in the bank will be paid:

(Name of the bank)
(Name of the account holder)

4) "THE SELLERS" undertake to answer for the reorganization in case of eviction with respect to "THE SHARES".
5) Procedures: “COMPUMARTE EXPRESS S.A. DE C.V., ”undertakes that once the total price has been paid, it will be obliged to inform the Secretariat of the Interior the alienation of the Shares, this in accordance with the provisions of article 29, section VII of the Regulations of the Federal Law of Games and Raffles as well as to provide the documentation and information referred to in sections II and III of article 22 thereof. ordering.
6) Compensation:

The two parties undertake to obtain the respective "peace and safe" for their opposing parties: counselors, officials, employees, agents, proxies, representatives and advisers, in the event that damage or claim arising from the lack of veracity, integrity of their statements.

Second.- Expenses and taxes.

1) Expenses: Each of the parties is responsible for covering the expenses and honorary costs incurred as a consequence of the execution of this Contract and the completion of the operations contained in the same.
2) Tax obligations. All taxes, duties or contributions that are caused as a result of the implementation and compliance of this Contract, will be in charge of the party that is responsible for covering them in accordance with the legislation applicable.

Third.- General stipulations.

1) Advertising. Only in the cases established by law, none of the Parties to this Contract shall issue any press bulletin or other public notice relating to, or in relation to, or derivative of, this Contract or the matters foreseen in it, unless the Parties have mutually agreed in writing the content and form of presentation and publicity of said notices.
2) Assignment:
I) Except as expressly provided otherwise in this Contract, the terms and conditions of this Contract will operate for the benefit of, and will be binding on the respective successors and assignees of each of the parts;
II) nor this Contract, nor any right, resource, obligation or responsibility that arises from this Contract or by reason of this, may be assigned by the Parties, without the prior written consent of the other part; Y
III) no assignment shall release any of the Parties from any liability arising under the terms of this Contract.
3) Comprehensive Agreement. This Contract constitutes the total agreement entered into between the Parties to this Contract in relation to the Sale and other transactions subject to of the same, and renders without effect any agreement, declaration, and prior understanding entered into between the Parties previously in relation to said object. There are no other terms, obligations, duties, statements or conditions in relation to the Sale and sale and other operations object of this Contract other than those included in this Contract.
4) Additional Documents and Acts. The parties will celebrate and grant the instruments, and will carry out the additional acts, which are necessary or appropriate to carry out the object of this Contract more effectively.

"LOS VENDEDORES" and "COMPUMARTE EXPRESS S.A. DE C.V., ”. They will provide "THE BUYER" and their accountants, legal advisors and other representatives full access, during business hours, to all the information they require, obliging them to Maintain the strictest confidentiality with respect to said information and, if applicable, not make it public, until the full payment of the price of this information is made. operation.

5) Modifications. No variation or modification to this Contract, nor waiver of any of the terms and provisions of this, will be considered valid unless it is in writing and signed by the Parties at the this Contract.

6) Resignations. The failure of either Party to demand strict compliance with any obligation, agreement, term or condition of this Contract, or of Exercising any right or action that results from breach of the same, will not constitute a waiver of your rights in terms of this Contract (including the rights derived from such breach) nor will it authorize subsequent breach of any of said obligations, agreements, terms or terms. No obligation, agreement, term or condition of this Agreement and no breach of it will be waived, altered or modified except by means of a written instrument. No waiver made regarding any right (including the rights arising from any breach) will affect or alter this Agreement, and each obligation, agreement, term and condition of this Contract will continue to have full effect in relation to any other existing or subsequent breach of the same.

7) Any waiver of breach of any of the obligations stipulated in this Contract granted by any of the Parties to favor of any other Party must be in writing and will be effective only for the specific case and for the sole occasion for which it is grant.

8) Severability. In the event that any provision of this Agreement is considered invalid or unenforceable, the remaining provisions of this Agreement will remain in force and have full effect.

9) Notifications and Addresses. All notices, demands, notifications, consents and reports referred to in this Contract shall be made in writing and shall be delivered to the other Party by registered certified mail, to the following addresses:

"LOS VENDEDORES" Address:

· Av. Revolution number 568 office 89 Cuajimapla Delegation Federal District C. P. 56895 Tell: (put phone number)

"THE BUYER" Address:

· Corregidora number 115 col Cuauthemoc C.P. 35896 Mexico Federal District. (] Put phone number)

 "COMPUMARTE EXPRESS S.A. DE C.V., ”.

Quarter.- Absence of vices of consent. The parties state that in the conclusion of this Contract there are no vices of consent such as error, fraud, injury, violence or bad faith.

Fifth.-. Contractual penalty. Both parties expressly agree that in the event that "THE BUYER" does not make any of payments, in the order and on the agreed dates, in accordance with the terms agreed in the clause First Subsection 3), "THE BUYER" authorizes that, without judicial resolution, that "THE SELLERS" retain and apply all the payments made by "THE BUYER" to "THE SELLERS" on the date of non-compliance with the penalty payment. conventional.

Namely:

I. In the event that the amount of $ 1,500,000 (one million five hundred thousand pesos m / n) will be applied automatically as a conventional penalty the amount of 50,000.00 (Fifty thousand pesos m / n) and
II. In the event that the amount of 1550,000.00 is not paid on July 1, 2012, the amount of 20000.00 (Twenty thousand pesos M / N) will be applied automatically as a conventional penalty.
III. In the event that the amount of 1570,000.00 One million five hundred seventy is not paid on July 15, 2012 thousand pesos m / n) will be applied automatically as a conventional penalty the amount 20,000.00 (Twenty thousand pesos m / n).

Consequently, this contract will be terminated automatically and without the need for a judicial declaration, leaving The parties have been released from their obligations and rights established therein, with the exception of what is established in this Clause.

Sixth.- Applicable Law. This Agreement will be governed by and interpreted in accordance with the laws of the Mexican Republic.

Seventh.-. Jurisdiction. Any claim, dispute, interpretation or controversy between the Parties to this Contract will be submitted to the courts of the common jurisdiction. of the Federal District, and the parties to this Agreement hereby irrevocably submit to the jurisdiction of said courts and they waive the jurisdiction of any other court to which they may be entitled by reason of their present or future domicile or by any another reason.

The parties fully aware of the content, scope, force and force of each and every one of the clauses of this contract, is signed in triplicate, in Mexico City, Federal District on June 25, 2012.

"THE SELLERS" "THE BUYER"
Signature Signature

"The Notary"
Firm