SHARE TRANSFER AGREEMENT IN POLAND

Author Julita Mortka Lawyer, M&A expert, corporate and contract consultant info@consuldimo.com | www.consuldimo.com | skype : julitamortka Consuldimo is flexible and modern company which will provide you with all indispensable tools to make your business work in Poland. Thanks to our experience in consulting and outsourcing, we can make the process of fully integrating our resources into your business needs as smooth and easy as possible. When starting up in business it is essential to get off on the right foot. We provide a wide range of legal and business services for private companies to ensure you to set up the right framework in order to succeed in Poland. Depending on how you want to run your business we can set up new companies of any type and convert company from one type to another as well. We participate also in M&A transactions, prepare investment agreements etc. We offer also legal assistance regarding transfer of copyrights and grant of license. We can provide you with full support regarding copyright agreements, software law, new technology law, personal data protection and advertising law, intellectual property law. We offer a document drafting and checking service (regarding agreements, contract of collaboration, POA, acknowladges etc), this is perfect if you would like an expert to complete or check a document for you. We also provide you with fast access to most PL government forms. These forms are mostly provided free on government websites. Even if government are free you'll have knowing exactly how to complete it in compliance with polish law, where to send it and what other documents are required to be sent with it.

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Note Please note that all templates prepared by us comply with Polish law.

Share Transfer Agreement Concluded on _________________ in _________________ between: 1. ______________, residing at __________________, holder of Identity Card _______________, PESEL number ________________ hereinafter referred to as "Seller", and 2. ______________, residing at __________________, holder of Identity Card _______________, PESEL number _________________________ hereinafter referred to as "Buyer" 1 SELLER CLAIMS 1.1 The Seller staes that he is a shareholder and holds _________ shares ("Shares") in the capital of the Company _______________________, entered into the District Court in ______________ KRS under the number_______________, hereinafter (the "Company"), with a nominal value ___________ each, with a total par value of _____________ , which is _________(percentage) capital of the Company. As proof of the above the Seller presents a copy from the share register (Appendix 1) 1.2 All shares were validly formed, exist, have been full paid. 1.3 The Shares are not encumbered with any third party rights and no proceedings are in progress involving the Shares. Seller states that the Shares a 1.4 The Seller states that, pursuant to the provisions of the Articles of Association of the Company, the Seller has obtained the consent of the Extraordinary Meeting of Shareholders / Management Board of selling its shares in the form of a resolution, which is Appendix 2 1.5 The Seller states that he has obtained a statement of the other shareholders of the Company a waiver of their right of priority of acquisition of the Shares, constituting Appendix 3 1.6 The Agreement can not be denied effect under Article 527 or 59 of the Civil Code. 2 BUYER CLAIMS 2.1 The Buyer states that it has all necessary powers and financial resources necessary to conclude the Agreement and to perform the obligations arising therefrom. 2.2 The Buyer states that no consent or authorization are required for successful conclusion and implementation of this Agreement by the Buyer. 2.3 The Buyer states that it has been carried out due diligence of the Company and he knows the facts and law of the Company and shall not make any objections to it. 3 OBJECT OF THE AGREEMENT AND PRICE 3.1 The Seller shall sell to Buyer all of the Shares that he holds in the Company as described in 1 of this Agreement on terms and conditions specified in this Agreement and the Buyer shall buy them Seller, the terms and conditions set forth in this Agreement, 3.2 The total sale price of the Shares is ________________ ( ____________ ). 3.3 The sale price will be in a cash on the date of this Agreement. Seller hereby acknowledges receipt of the whole price for the sold Shares. 3.4 Ownership of Shares shall pass to the Buyer on payment date described in paragraph. 3.2 of this section.

3.5

Buyer shall submit to the Company announcement of the acquisition of the Shares.

4 CONFIDENTIALITY 4.1 The parties hereby agree that neither Party without the prior written authorization of the other Party, shall not disclose to a third party, any information on any of the Parties, which could have obtained in connection with this Agreement or under it. 4.2 This confidentiality clause does not apply in relation to the obligation to disclose information pursuant to the provisions of the law. 5 FINAL PROVISIONS 5.1 The parties agree that any disputes related to the formation or performance of the Agreement will be considered by the court with jurisdiction over the office of the Seller. 5.2 The law applicable to the provisions of this Agreement is the Polish law. 5.3 Buyer's obligation to pay the tax burden on civil law, which under the law of parties shall be obliged to pay in connection with the sale of shares pursuant to this Agreement, including the obligation to submit the applicable tax return and other costs associated with entering into this Agreement. 5.4 This Agreement has been drawn in counterparts, one for the Seller and Buyer. 5.5 Any amendments or supplements to this Agreement shall be in writing signed by a notary, to be valid. _______________________ ________________________