SHARE PURCHASE AGREEMENT
New Zealand

Date: [date].
Seller: [full legal name and address] (Seller).
Buyer: [full legal name and address] (Buyer).
Both are adults contracting for themselves.

1. Sale
The Seller sells and the Buyer buys [number] ordinary shares (Shares) in [company name] Limited, New Zealand company number [number] (Company), for NZD [total amount] (Price). The Shares are identified in the Company's share register as [share numbers or identifying allocation, if used]. They are fully paid and carry the rights recorded in the Company's constitution or terms of issue. The Seller warrants that the Seller is the registered holder of the Shares, has power to sell them and will transfer them free from security interests and other third-party claims.

2. Constitution and completion
The transfer is subject to the Company's constitution and any required consent or waiver under it. Completion takes place on [date] or a later date agreed in writing after those requirements are met. At Completion the Buyer pays the Price by bank transfer to [account], the Seller delivers a form of transfer signed by the Seller and any share certificate issued for the Shares (or evidence of its loss and any indemnity required by the board), and both parties provide details reasonably required for registration. The parties must request the Company to enter the Buyer in its share register. Legal transfer of the Shares occurs on that entry, not merely on payment or signature. The Seller must not sell or charge the Shares before registration.

3. Refusal or failure to register
If the Company lawfully refuses registration or does not register the Buyer by [long-stop date], the Buyer may end this agreement by written notice. The Seller must then return any Price received within [number] calendar days, and the Buyer must return any certificate or transfer instrument received. Accrued rights for breach remain.

4. Law and costs
Each party bears its own taxes and costs. New Zealand law governs this agreement, and the courts of New Zealand have jurisdiction.

Seller signature: ____________________  Name: [full name]  Date: [date]
Buyer signature: ____________________  Name: [full name]  Date: [date]


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