股权购买协议模板 AGREEMENT FOR THE SALE AND PURCHASE OF SHARES(BVI公司).docxVIP

AGREEMENT FOR THE SALE AND PURCHASE OF SHARES BETWEEN [] (SELLER) AND [] (GUARANTOR) AND [] (PURCHASER) Dated [?] 2012  AGREEMENT FOR THE SALE AND PURCHASE OF SHARES THIS AGREEMENT is made on [?] 2012 BETWEEN: [?] (the “Seller”); and [?] (the “Purchaser”). Mr. [?] (the “Guarantor”); The Seller, the Purchaser and the Guarantor shall be collectively referred to as the “Parties” and each individually as the “Party”. WHEREAS: Asia Potash Group Company Limited (the “Company”), a company duly organized and validly existing under the laws of the British Virgin Islands with its legal address at [?]. As of the date of this Agreement, the Company has an authorized share capital of US$[?], comprising of (i) [?] ordinary shares with a par value of US$[?] each (the “Ordinary Shares”), of which [?] Ordinary Shares have been issued and outstanding; and (ii) [?] preferred shares with a par value of US$[?] each (the “Preferred Shares”), of which [?] Preferred Shares have been issued and outstanding. As of the date of this Agreement, the Seller beneficially hold [?] Ordinary Shares in the Company, representing [?]% of the shareholding in the Company. It is a condition for the Purchaser entering into this Agreement that, inter alia, the Guarantor, as the Chairman of the board of the Company, becomes a party to this Agreement as Guarantor to provide the guarantee the scope of which is established in Clause 8 herein below. The Guarantor recognizes the benefit to it of this Agreement and the transaction contemplated hereunder. The Seller has agreed to sell the Target Shares (as defined below) of the Company to the Purchaser for the consideration and upon the terms and conditions set out in this Agreement. NOW, THEREFORE, THE PARTIES AGREE as follows: INTERPRETATION In this Agreement: “Affiliate”means, (a) with respect to a person, any other person that, directly or indirectly, Controls, is Controlled by or is under common Control with such pers