Share Purchase Agreement

1. SALE AND PURCHASE OF SHARES THROUGH SLICIT AND POLYGON PLATFORMS
1.1 The Seller hereby agrees to sell, assign, transfer, and convey to the Purchaser, and the Purchaser hereby agrees to purchase and accept from the Seller, all of the Seller’s right, title, and interest in and to the Shares. The transaction will take place on the SLICIT platform, utilizing the Polygon platform’s blockchain technology. The Seller represents and warrants that the Shares constitute the entire interest of the Seller in the Company.
1.2 The Shares will be sold free and clear of all liens, encumbrances, and other charges, with all rights attached thereto, including all rights to dividends declared or paid thereon after the date hereof. The digital transfer of Shares will be recorded and verified on the Polygon platform’s blockchain.
1.3 The purchase price for the Shares shall be as mutually agreed upon by the parties, payable in a manner compatible with the SLICIT and Polygon platforms, and subject to adjustments as stipulated in this Agreement.
1.4 The closing of the sale and purchase of the Shares shall occur on the SLICIT platform and be recorded on the Polygon platform’s blockchain. This shall occur at a time agreed upon by the parties, but in any event, not later than ____ days after the execution of this Agreement (the “Closing”). At the Closing, the Seller shall transfer the digital certificates representing the Shares on the SLICIT platform, all in form and substance satisfactory to the Purchaser.
1.5 The Seller and the Purchaser each agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intents of this Agreement, including any actions required on the SLICIT and Polygon platforms.
4.1 The purchase price for the Shares (“Purchase Price”) shall be determined by the Selling Shareholder. The Selling Shareholder shall have full discretion in setting the price of the Shares. The Purchase Price shall be subject to adjustments as specified in Clause 4.4.
4.2 The Selling Shareholder shall communicate the Purchase Price to the Company first, and then to the other shareholders of the Company, by providing a written notice (“Purchase Notice”). The Purchase Notice shall also specify the proposed date and method of the Sale.
4.3 The Company shall have the first right of refusal to purchase the Shares (“First Right of Refusal”). If the Company does not exercise its First Right of Refusal within 14 days of receiving the Purchase Notice, the other shareholders of the Company shall then have the second right of refusal to purchase the Shares (“Second Right of Refusal”).
4.4 If the Company exercises its First Right of Refusal, the Purchase Price will be the price proposed by the Selling Shareholder, subject to deductions for any and all closing fees, commissions, expenses due, maintenance costs, taxes and any other amount due, which shall be borne by the Selling Shareholder. If the other shareholders of the Company exercise their Second Right of Refusal, the Purchase Price shall be as determined by the Selling Shareholder.
4.5 The Purchase Price, net of all deductions as specified in Clause 4.4, shall be paid to the Selling Shareholder within 30 days from the date of the Sale, unless otherwise agreed between the parties.
As part of the option to sell directly to SLICIT, you might be offered an instant buying proposal from SLICIT.
The intent is to offer a quick sale in the case we have identified an interested third-party. The thought being that in a second stage, we could manage waiting lists for existing properties. We would not publish that list for obvious reasons and use it as a pool of potential secondary buyers.
Indeed, in some cases, we are also ready to provide you with instant liquidity through the SLICIT instant buying offer. If you agree with our price, we will close immediately. However, the Closing fees, SLICIT’s commission, the expenses related to your stays, the maintenance costs and taxes (if any) for the period of ownership will be deducted from the evaluation price.