Agreement Information

Agreement Number:

Agreement Date:

Anticipated Closing Date:

Effective Date:

Transaction Type:

Due Diligence Period (days):

Target Company Information

Company Name:

Company Type:

Company Address:

State of Incorporation:

Company Tax ID/EIN:

Business Description:

Fiscal Year End:

Total Authorized Shares:

Total Outstanding Shares:

Seller(s) Information

Buyer Information

Buyer Name/Entity:

Buyer Entity Type:

Buyer Address:

Primary Contact:

Contact Title:

Phone:

Email:

Tax ID/EIN:

State of Incorporation (if applicable):

Transaction Details

Number of Shares Being Purchased:

Share Class:

Percentage of Company Being Acquired:

Price Per Share:

Total Purchase Price:

Currency:

Valuation Method:

Payment Terms

Earnest Money Deposit:

Down Payment at Closing:

Seller Financing Amount:

Escrow Amount:

Escrow Period:

Payment Method:

Payment Schedule:

Earnout Provisions:

Closing Conditions

Additional Closing Conditions:

Representations and Warranties

Buyer Representations:

Corporate authority to enter agreement

Adequate financing available

Independent due diligence conducted

Investment experience and sophistication

No insider trading violations

Indemnification

Indemnification Period:

Indemnification Cap:

Indemnification Basket:

Specific Matters Cap:

Damages Covered:

Sandbagging:

Indemnification Scope:

Post-Closing Matters

Management Changes:

Post-Closing Board Composition:

Non-Compete Period:

Key Employee Arrangements:

Post-Closing Operating Agreements:

Transition Support:

Tax and Regulatory Matters

Tax Structure:

Tax Allocation Responsibility:

Required Regulatory Filings:

Section 409A Compliance:

Tax Covenants:

Legal Terms

Governing Law:

Dispute Resolution:

Confidentiality Period:

Assignment Rights:

Termination Rights:

Special Provisions:

Signature Information

Buyer Authorized Signatory:

Signatory Title:

Company Authorized Signatory: