repurchase agreement

Repurchase Agreement

This Repurchase Agreement (this Agreement) is entered into as of April 23, 2021 (the ”Effective Date”), by and between XX Corporation, a Delaware Corporation (“Company”), and XYZ LLC, a Delaware Limited Liability Company (“Purchaser”).

1. Repurchase. On the terms and subject to the conditions stated herein, Company agrees to repurchase from Purchaser all of the outstanding shares of Common Stock of Company (the “Shares) held by Purchaser and its affiliates, representing in the aggregate ____________ of the outstanding Common Shares of the Company (the “Repurchase”).

2. Purchase Price. The purchase price of the Shares (the “Purchase Price”) shall be the lesser of (i) the par value of the Shares, or (ii) the greatest of (A) the highest price for the Shares for the 6 months prior to the date of closing, (B) a 4% discount from the current market value of the Shares, (C) the average high price for the Shares for the 90 days prior to the date of closing, or (D) the highest bid for the Shares on the closing date (the “Closing Date”).

3. Closing. The closing of the Repurchase (the “Closing”) shall take place on the Closing Date at a time, place and with the forms, documents and other information reasonably requested by the parties.

4. Representations and Warranties.

Company hereby represents and warrants to Purchaser as follows:

A. The Shares are legally owned by Company, are fully paid and non-assessable, and that until the Closing no transfer or other disposition of said Shares has been made by the Company.

B. The Shares are free from all liens and encumbrances.

C. All necessary authorizations have been obtained from all necessary governmental and regulatory bodies with respect to the Repurchase.

Purchaser hereby represents and warrants to Company as follows:

A. All necessary authorizations have been obtained herein and with respect to the Repurchase.

B. That the Shares sent to Company are free and clear of any liens and encumbrances.

5. Closing Deliverables and Delivery. At the Closing, the following will be delivered:

A. The original and a duplicate copy of the Repurchase Agreement signed by both parties.

B. All sum of money required to be paid to Company in accordance with the terms of the Repurchase Agreement.

C. The Shares due from Purchaser to Company as contemplated hereunder.

Any payments by either party to the other at the Closing shall be made in cash, a certified or cashiers check or in wire transfer to the account designated by the receiving party.

6. Indemnification. Each party hereby agrees to indemnify, defend and hold harmless the other from and against any and all liabilities, claims, damages or judgments arising from or related to any breach of the representations, warranties, covenants and agreements contained in this Agreement.

7. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware.

8. Entire Agreement. This Agreement, together with all Exhibit and Schedules hereto, constitutes the entire agreement between the parties with respect to the Repurchase. No other term, condition, covenant or agreement, whether expressed or implied, not contained herein shall be binding upon the parties.

9. Counterparts. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

XX Corporation

By: __________

Name: _________

Title: _________

XYZ LLC

By: __________

Name: _________

Title: _________

This Repurchase Agreement (Repurchase Agreement) is made and entered into as of the day and year first written above, by and between [Company Name], a [state] corporation, having its principal place of business at [Address], (Company ) and [Purchaser Name], an individual (the Purchaser).

WHEREAS, Company desires to purchase from Purchaser and Purchaser desires to sell to Company all of Purchasers rights, title and interest in and to up to [Number] shares of [Stock Type], described on Exhibit A (the Shares); and

WHEREAS, the parties agree to be bound by the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual promises, covenants and conditions set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Company and Purchaser (the Parties) agree as follows:

1. Purchase and Sale of Shares.

a. The Purchase and Sale. Purchaser agrees to sell and deliver to Company, and Company agrees to purchase from Purchaser, up to [Number] Shares. The exact number of Shares sold shall be mutually determined by the parties and set forth in Exhibit A of this Repurchase Agreement.

b. Purchase and Sale Price. The purchase price for the Shares shall be [Purchase Price per Share] per share.

2. Closing. The closing of the purchase and sale of the Shares (the Closing) shall take place:

a. Date: ___________________

b. Time: ___________________

c. Place: ___________________

3. Representations and Warranties of Purchaser. Purchaser makes the following representations and warranties to Company:

a. Authority; No Conflict. Purchaser has full power and authority to exercise, sell, transfer and convey the Shares, and to enter into and perform their obligations under this Repurchase Agreement, and the execution, delivery and performance of this Repurchase Agreement by Purchaser and the consummation of the transactions contemplated hereby do not and will not violate any law or regulation to which Purchaser is subject or any contract or agreement to which they are a party.

b. Stock Authorization. The Shares have been duly authorized and are validly issued, fully paid and non-assessable.

IN WITNESS WHEREOF, the parties have executed this Repurchase Agreement on the date first written above.