SHARE TRANSFER AGREEMENT

SHARE TRANSFER AGREEMENT

Contract Date: [Day/Month/Year]
Contract No: [Number, if any]

This Share Transfer Agreementbetween the parties whose details are provided below, the Turkish Commercial Code No. 6102 and related legislation , for the purpose of transferring company shares and defining the mutual rights and obligations of the parties.

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1. PARTIES

Transferor of Shares (Transferor):

• Name/Title: [Name of Transferor or Company Name]
• TR Identity Number / Tax Number: [XXXXXXXXXX]
• Address: [Transferor's Address]
• Phone: [XXXXXXXXX]
• Email: [XXXXXXXXX]

Transferee (Acquisition Party):

• Name/Title: [Name of Shareholder or Company Name]
• TR Identity Number / Tax Number: [XXXXXXXXXX]
• Address: [Transferee's Address]
• Phone: [XXXXXXXXX]
• Email: [XXXXXXXXX]

The parties will be referred to as "Assignor" and "Assignee" in this agreement .

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2. SUBJECT OF THE AGREEMENT

The subject of this agreement is the transfer of the company shares specified below from the Transferor to the Transferee, and the regulation of the mutual rights and obligations of the parties.

Company Information:

• Company Name: [Full Company Name]
• Trade Registry Number: [XXXXXXXXX]
• Tax Office / Number: [XXXXXXXXXX]
• Company Headquarters: [Company Address]
• Share Type: [Common / Preferred / Registered / Bearer]
• Amount of Shares Transferred: [X Number / %X]
• Share in Total Capital: [%X]
• Share Transfer Price: [X TL]

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3. TRANSFER TERMS AND PAYMENT

3.1 Share Transfer Price and Payment Terms

• The parties have agreed that the share transfer will be made for a price of [X TL]
• The transfer fee [in cash/in installments] .
• Payment Plan:
  • First payment: [X TL], payment date [Day/Month/Year]
  • Last payment: [X TL], payment date [Day/Month/Year]

3.2 Completion of Share Transfer

• The transfer process upon registration in the company's share register and approval by the board of directors .
• The parties agree to complete the necessary notarization and commercial registry procedures for the share transfer.

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4. STATUS OF TRANSFERRED SHARES

4.1 Legal Status of Shares

• The Transferor declares that the shares remain in their ownership and are free from any liens, mortgages, or encumbrances
• The Transferee declares that they have accepted the share transfer voluntarily and knowingly

4.2 Company Debts and Liabilities

• The transferor is not liable for any outstanding debts of the company following the share transfer.
• The transferee assumes all financial and managerial rights related to the shares after the transfer process

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5. RIGHTS AND OBLIGATIONS OF THE PARTIES

5.1 Obligations of the Transferor

• The transferor is responsible for ensuring that the share transfer is carried out in accordance with the company's internal regulations and relevant legal regulations.
• It guarantees that the shares are valued in accordance with the value stated in the company's financial statements.

5.2 Responsibilities of the Transferee

• The transferee agrees to exercise the rights it acquires in the company following the share transfer within the legal framework
• The company undertakes to participate in the company's operations in accordance with the articles of association and relevant legislation following the share transfer

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6. TERMINATION OF THE AGREEMENT AND RESPONSIBILITIES

6.1 Termination of the Contract

• If either party fails to fulfill its obligations, by giving written notice with a duration of [X] days .
• If either party terminates the contract unfairly, it agrees to pay the other party compensation in the amount of [X TL]

6.2 Force Majeure

• In cases where obligations cannot be fulfilled due to force majeure events such as natural disasters, war, strikes, or legislative changes, neither party can claim compensation from the other.

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7. PRIVACY AND NON-COMPETITION

• The parties undertake not to share the information they obtain under this agreement with third parties
• The transferor agrees not to compete in the same sector or operate in a specific city for a certain period following the share transfer

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8. RESOLUTION OF DISPUTES

• The parties shall endeavor to resolve any disputes arising from this agreement primarily through negotiation .
• In disputes that cannot be resolved between the parties, the [City] Courts and Enforcement Offices have jurisdiction.

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9. FINAL PROVISIONS

• This agreement [X] copies and has been read and signed by the parties.
• Neither party may make changes to the terms of this agreement without written notice.
• The parties declare that they accept the terms of this agreement.
• The terms of this agreement shall be governed by the Turkish Commercial Code and other relevant legislation

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📌 TRANSFEROR (Shareholder)
Name-Surname / Title: [Transferor Name]
Signature: __________

📌 TRANSFEREE (New Shareholder)
Name-Surname / Title: [Transferee Name]
Signature: __________

📌 COMPANY (Approving Party – If any)
Authorized Person: [Authorized Person's Name]
Title: [Authorized Person's Position]
Signature: __________