Share Transfer Agreement

relating to shares in

{{COMPANY_NAME}} FZ-LLC

Dated: {{EXECUTION_DATE}}

Parties

This Share Transfer Agreement (this "Agreement") is entered into on {{EXECUTION_DATE}} by and between:

1. The Transferor: {{TRANSFEROR_NAME}}, of {{TRANSFEROR_NATIONALITY}} nationality, holder of passport number {{TRANSFEROR_PASSPORT}}, residing at {{TRANSFEROR_ADDRESS}} (the "Transferor"); and
2. The Transferee: {{TRANSFEREE_NAME}}, of {{TRANSFEREE_NATIONALITY}} nationality, holder of passport number {{TRANSFEREE_PASSPORT}}, residing at {{TRANSFEREE_ADDRESS}} (the "Transferee"),

each a "Party" and together the "Parties".

Recitals

1. The Company is a Free Zone Limited Liability Company duly incorporated under the laws of the United Arab Emirates and the regulations of {{FREE_ZONE_AUTHORITY}}, with trade licence number {{TRADE_LICENCE_NUMBER}}.
2. The total issued share capital of the Company is AED {{TOTAL_SHARE_CAPITAL_AED}}, divided into {{TOTAL_NUMBER_OF_SHARES}} ordinary shares of AED {{NOMINAL_VALUE_PER_SHARE}} each.
3. The Transferor is the legal and beneficial owner of {{TRANSFEROR_TOTAL_SHARES}} ordinary shares in the Company, representing {{TRANSFEROR_OWNERSHIP_PERCENT}}% of the issued share capital.
4. The Transferor wishes to transfer, and the Transferee wishes to acquire, {{SHARES_TO_TRANSFER}} ordinary shares (the "Sale Shares") on the terms and subject to the conditions of this Agreement.
5. All necessary approvals from the existing Shareholders (including any waiver of pre-emption rights) and from the Authority have been or will be obtained prior to Completion.

1. Definitions and Interpretation

1. In this Agreement, "Authority" means {{FREE_ZONE_AUTHORITY}}; "Business Day" means any day other than a Friday, Saturday, Sunday, or public holiday in {{EMIRATE}}; "Completion" means completion of the transfer of the Sale Shares in accordance with Clause 5; and "Encumbrance" means any mortgage, pledge, charge, lien, security interest, option, or third-party right.

2. Sale and Purchase of Sale Shares

1. Subject to the terms of this Agreement, the Transferor agrees to sell, and the Transferee agrees to purchase, the Sale Shares with full title guarantee, free from all Encumbrances and together with all rights now or hereafter attaching thereto, including without limitation the right to receive all dividends and distributions declared, paid, or made on or after the Completion Date.
2. The Transferor shall waive, and shall procure the waiver by any third party, of any pre-emption rights, rights of first refusal, or similar rights affecting the Sale Shares.

3. Consideration

1. The total consideration payable by the Transferee to the Transferor for the Sale Shares shall be AED {{CONSIDERATION_AMOUNT_AED}} (the "Consideration").
2. The Consideration shall be paid by the Transferee to the Transferor by way of bank transfer in immediately available, cleared funds to the bank account of the Transferor specified in Schedule 1, on the Completion Date.
3. Each Party shall bear its own costs and expenses (including legal and tax adviser fees) in connection with the negotiation, execution, and performance of this Agreement, save that the fees and expenses payable to the Authority for registration of the transfer shall be borne by {{REGISTRATION_FEES_PAYER}}.

4. Conditions Precedent

1. Completion is conditional upon:
   1. the prior written approval of the Authority for the transfer of the Sale Shares;
   2. the waiver by the existing Shareholders of any pre-emption rights;
   3. the receipt by the Transferor of the Consideration in cleared funds;
   4. the Transferee having satisfactorily completed all KYC/AML procedures required by the Authority and the Company's bankers;
   5. no material adverse change in the Company's business or financial condition between the date of this Agreement and the Completion Date.
2. Each Party shall use reasonable endeavours to procure the satisfaction of the conditions precedent as soon as reasonably practicable.

5. Completion

1. Completion shall take place at the registered office of the Company on {{COMPLETION_DATE}} or at such other date and place as the Parties may agree in writing (the "Completion Date").
2. At Completion:
   1. the Transferor shall deliver to the Transferee a duly executed instrument of transfer in the form prescribed by the Authority, the original share certificate(s) in respect of the Sale Shares, and any waivers, consents, or board resolutions required to give effect to the transfer;
   2. the Transferee shall pay the Consideration to the Transferor in accordance with Clause 3;
   3. the Parties shall jointly procure the registration of the transfer in the Company's share register and the issuance of a new share certificate in the name of the Transferee;
   4. the Parties shall jointly file all documentation required by the Authority to effect the transfer, including any UBO and amendment notices.

6. Warranties of the Transferor

1. The Transferor warrants to the Transferee that:
   1. the Transferor is the sole legal and beneficial owner of the Sale Shares;
   2. the Sale Shares are fully paid-up and free from all Encumbrances;
   3. the Transferor has full right, power, and authority to enter into and perform this Agreement;
   4. the execution and performance of this Agreement does not breach any obligation, agreement, or court order to which the Transferor is bound;
   5. there are no actions, claims, or proceedings pending or threatened against the Transferor in respect of the Sale Shares;
   6. all material information disclosed to the Transferee about the Company is true, accurate, and not misleading.

7. Warranties of the Transferee

1. The Transferee warrants that:
   1. the Transferee has full right, power, and authority to enter into and perform this Agreement;
   2. the Transferee has the financial means to pay the Consideration;
   3. the funds used to pay the Consideration are derived from lawful sources, and the Transferee will provide source-of-funds documentation as required by the Authority and the Company's bankers;
   4. the Transferee is not subject to any UAE or international sanctions list.

8. Indemnity

1. Each Party agrees to indemnify, defend, and hold harmless the other Party against any losses, damages, claims, costs, or expenses arising from a breach of any warranty or undertaking given under this Agreement.
2. The Transferor's aggregate liability under the warranties shall not exceed the amount of the Consideration, save in the case of fraud or wilful misrepresentation.

9. Tax

1. Each Party shall be responsible for its own tax liabilities arising from this transaction.
2. The Parties acknowledge that, under current UAE law, capital gains on the transfer of shares in a UAE free zone company are generally not subject to UAE federal taxation, but each Party should consult its own tax adviser.

10. Confidentiality

1. The Parties shall keep the existence and contents of this Agreement confidential, save where disclosure is required by law, by the Authority, or to professional advisers under a duty of confidence.

11. Further Assurance

1. Each Party shall execute such further documents and do such further acts as may reasonably be required to give effect to this Agreement, including the registration of the transfer with the Authority and the Company.

12. Notices

1. Any notice under this Agreement shall be in writing and shall be sent by hand, courier, or email to the addresses set out at the head of this Agreement (or to such other address as a Party may notify).

13. Entire Agreement

1. This Agreement (including its Schedules) constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior negotiations, representations, and agreements.

14. Variation and Waiver

1. No variation of this Agreement shall be effective unless in writing and signed by both Parties.
2. No failure or delay in exercising any right shall operate as a waiver of that right.

15. Governing Law and Dispute Resolution

1. This Agreement shall be governed by, and construed in accordance with, the laws of the United Arab Emirates as applied within the Free Zone and the regulations of the Authority.
2. Any dispute arising under or in connection with this Agreement shall be referred to and finally resolved by:
   1. the courts of {{COURT_OF_JURISDICTION}}; or
   2. at the Parties' joint election, arbitration under the rules of {{ARBITRATION_INSTITUTION}}, seated in {{ARBITRATION_SEAT}}, with proceedings in the English language.

16. Counterparts and Execution

1. This Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be valid where permitted by the Authority.

Schedule 1 — Bank Details of Transferor

Beneficiary: {{TRANSFEROR_BANK_BENEFICIARY}}

Bank: {{TRANSFEROR_BANK_NAME}}

IBAN: {{TRANSFEROR_IBAN}}

SWIFT/BIC: {{TRANSFEROR_SWIFT}}

Reference: Share Transfer — {{COMPANY_NAME}}

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