股权转让协议中英文
股权转让协议中英文版
股权转让协议中英文版股权转让协议Equity Transfer Agreement甲方：（身份信息）Party A: (Identity Information) 乙方：（身份信息）Party B: (Identity Information)鉴于甲方拥有特定比例的公司股权，乙方希望购买该股权；Whereas, Party A owns a specific percentage of equity in the company and Party B wishes to purchase such equity;双方本着平等、自愿、公平和诚实信用的原则，经友好协商，达成如下协议：Both parties, on the basis of equality, voluntariness, fairness and honesty, have reached the following agreement through friendly consultations:第一条买卖股权的标的Article 1. Object of Equity Transfer（1）甲方将其名下持有的公司股权转让给乙方，具体比例为（填写数字及百分数），转让金额为人民币（填写数字），其中（填写详细说明）。
Party A shall transfer its equity in the company to Party B, the specific percentage of which is (fill in the numerical and percentage), and the transfer amount is RMB (fill in the numerical), of which (fill in the detailed description).（2）甲方同意将转让所需完成的所有手续办妥，确保转让顺利进行。
股权转让协议中英文模板(两篇)
股权转让协议中英文模板（二）股权转让协议中英文模板股权转让协议（英文版）Agreement for the Transfer of Equity本协议由下列各方于（日期）签署：This Agreement is entered into on (date) by and among the following parties:甲方（Transferor）姓名/公司名称：地址：法定代表人/负责人：电话：传真：电子邮件：Party A (Transferor)Address:Legal representative/Responsible person:Phone:Fax:乙方（Transferee）姓名/公司名称：地址：法定代表人/负责人：电话：传真：电子邮件：Party B (Transferee)Address:Legal representative/Responsible person: Phone:Fax:注册地：公司地址：法定代表人/负责人：电话：传真：电子邮件：Registered place:Legal representative/Responsible person: Phone:Fax:鉴于：Whereas:1. 甲方即（Transferor）为乙方（Transferee）现持有的位于（公司注册地）的（公司名称）的（股权比例）的股权转让有意愿。
2. 乙方（Transferee）同意购买甲方（Transferor）所持有的股权，并为此支付一定金额。
Whereas Party B (Transferee) agrees to purchase the equity held by Party A (Transferor), and will pay a certain amount for this purpose.各方经协商一致，达成如下协议：Now, therefore, in consideration of their mutual covenants herein contained, the parties agree as follows:第一条股权转让Article 1 Transfer of Equity1.1 股权转让说明Instructions for the Transfer of Equity1.1.1 甲方（Transferor）同意将其在（公司名称）所持股份中的（转让数量）股权转让给乙方（Transferee）。
股权转让协议中英文版
股权转让协议中英文版股权转让协议Equity Transfer Agreement本协议由以下参与方就股权转让事宜达成一致：________This Agreement is entered into between the following parties regarding the transfer of equity：________甲方（转让方）：________Party A (Transferor)：________（公司名称）(Company Name)地质：________（公司地质）Address：________ (Company Address)法定代表人：________（法定代表人姓名）Legal Representative：________ (Name of Legal Representative)乙方（受让方）：________Party B (Transferee)：________（公司名称）(Company Name)地质：________（公司地质）Address：________ (Company Address)法定代表人：________（法定代表人姓名）Legal Representative：________ (Name of Legal Representative)第一章转让股权1.Equity Transfer1. 甲方同意将本协议规定的股权转让给乙方。
Party A agrees to transfer the equity as stipulated in this Agreement to Party B.2. 转让股权包括但不限于以下项目：________The transferred equity includes, but is not limited to, the following items：________（详细列出转让的股权项目和相关说明）(Detl the equity items to be transferred and provide relevant explanations)3. 转让股权的转让价格为人民币（金额）（大写）The transfer price for the equity shall be RMB (amount in words).第二章股权转让的条件2.Conditions for Equity Transfer1. 甲方应在（日期）前完成以下条件，以便进行股权转让：________Party A shall fulfill the following conditions before (date) for the equity transfer to proceed：________（详细列出甲方必须满足的条件）(Detl the conditions that Party A must fulfill)2. 乙方应在（日期）前完成以下条件，以便进行股权转让：________Party B shall fulfill the following conditions before (date) for the equity transfer to proceed：________（详细列出乙方必须满足的条件）(Detl the conditions that Party B must fulfill)第三章保证与承诺3.Representations and Warranties1. 甲方保证其拥有转让的股权的合法所有权，并不存在其他人对该股权的任何权利或主张。
公司股权转让合同样本中英文(完整版)
合同编号：YT-FS-1979-58公司股权转让合同样本中英文(完整版)Clarify Each Clause Under The Cooperation Framework, And Formulate It According To The Agreement Reached By The Parties Through Consensus, Which Is Legally Binding On The Parties.互惠互利共同繁荣Mutual Benefit And Common Prosperity公司股权转让合同样本中英文(完整版)备注：该合同书文本主要阐明合作框架下每个条款，并根据当事人一致协商达成协议，同时也明确各方的权利和义务，对当事人具有法律约束力而制定。
文档可根据实际情况进行修改和使用。
公司股权转让合同样本一：中文本协议由以下各方于20xx年7月3日在上海市松江工业区共同签署：出让方：公司(以下称甲方)住所：受让方： (以下称乙方)住所：公司(以下称标的公司)注册资本元人民币，甲方出资元人民币，占90%。
根据有关法律、法规规定，经本协议各方友好协商，达成条款如下：第一条股权转让标的和转让价格一、甲方将所持有标的公司90%股权作价元人民币转让给乙方;二、附属于股权的其他权利随股权的转让而转让。
三、受让方应于本协议签定之日起30日内，向出让方付清全部股权转让价款。
第二条承诺和保证甲方保证本合同第一条转让给乙方的股权为甲方合法拥有，甲方拥有完全、有效的处分权。
甲方保证其所转让的股权没有设置任何抵押权或其他担保权，不受任何第三人的追索。
第三条违约责任本协议签定后，任何一方违反本协议条款，即构成违约。
违约方应向对方赔偿因违约而造成的一切经济损失。
第四条解决争议的方法本协议受中华人民共和国相关法律的羁束并适用其解释。
凡因本协议引起的或与本协议有关的任何争议，双方应友好协商解决。
协商不成，应提交上海仲裁委员会仲裁。
股权转让协议(中英版本)
M EMBER I NTEREST P URCHASE A GREEMENT成员权益购买协议T HIS M EMBER I NTEREST P URCHASE A GREEMENT(this “Agreement”) is entered into, effective upon execution by the parties and delivery of consideration set forth in Section 1.2, by and between [],(“Buyer”), and[], (“Seller”).本成员权益购买协议（“本协议”）由[]，（“买方”）与[]，（“卖方”）订立，本协议自双方签署且交付第1.2条约定的对价时生效。
R ECITALS:序言：W HEREAS, pursuant to that certain Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of [](the “Company”) dated January 1, 2008, Sel ler is the record and beneficial owner of 400,000 Units constituting a forty percent (60%) Member Interest (as defined in the LLC Agreement) in the Company (the “Transferred Interest”);鉴于，根据2008年1月1日签署的[]的经修订及重述的有限责任公司协议（“有限公司协议”），卖方系拥有代表公司百分之四十（60%）成员权益（如有限公司协议所定义）的600,000股权单位的记录及实益拥有人（“转让权益”）；W HEREAS, Seller and Buyer have entered into that certain Settlement Agreement and Release (“Settlement Agreement”), dated September _____, 2009, pursuant to which the Seller and Buyer agreed that Seller will sell to Buyer, and Buyer will purchase from Seller, the Transferred Interest on the terms and conditions set forth herein;鉴于，卖方和买方已于2009年9月日订立了特定的和解及解除协议（“和解协议”），根据该协议，卖方和买方同意卖方将出售给买方且买方将从卖方处购买基于本协议所载条款和条件规定的转让权益。
股权转让协议书中英文对照版
股权转让协议书中英文对照版凡因履行本协议所发生的或与本协议有关的一切争议，各方应通过友好协商解决;如果协商不能解决，应提交中国国际贸易仲裁委员会根据该机构的仲裁规则进行仲裁。
股权转让协议书中英文对照版A公司股权转让协议签订协议各方：出让方：G公司受让方：P公司‘A’ Company’s Equity Assignment Agreement dated as of __________, 2008, by and betweenG Company, the AssignorP Company, the AssigneeA公司是由G公司投资设立的一家外资企业。
A公司在杭州市工商行政管理局登记，投资总额为XX万美元，注册资本为XX万美元。
现经转让方与受让方友好协商，在平等互利，协商一致的基础上，达成协议如下：‘A’ Company, a foreign-funded company, was established with investment from G Company. ‘A’Company was registered in the Administrative Bureau for Industry and Commerce of Hangzhou with a registered capital of USD xxx, the total paid up capital is USD xxx.Whereas, the Assignor desires to sell and assign the equity interests of ‘A’ Company, and the Assignee desires to acquire and accept assignment from the Assignor, the legal ownership of ‘A’Company's shares. Now, therefore, after amicable negotiation, theparties hereby agree as follows:第一条、出让方和受让方的基本情况出让方：1.1、G公司，法定地址：_________________;法定代表人：________;职务：__________;国籍：_________。
2024年股权转让协议(中英文)(二篇)
股权转让协议(中英文)（二）股权转让协议(中英文)（二）协议编号：[协议编号]甲方：[甲方公司名称]地址：[甲方公司地址]法定代表人：[甲方法定代表人姓名]乙方：[乙方公司名称]地址：[乙方公司地址]法定代表人：[乙方法定代表人姓名]鉴于：1. 甲方是一家在[所在地]注册成立的 [行业] 公司，拥有完全合规的经营资质和业务运营权；2. 乙方是一家在[所在地]注册成立的 [行业] 公司，拥有一定的资金实力和市场资源；3. 双方经友好协商，甲方同意将其持有的股权转让给乙方，乙方愿意接受该股权转让。
基于上述情况，双方达成如下协议：第一条股权转让的内容1. 甲方同意将其持有的 [目标公司名称] 的股权转让给乙方。
转让的股权比例为[转让比例]，具体的股权数目见附表。
2. 甲方在本次股权转让后，将不再持有 [目标公司名称] 的任何股权，乙方成为 [目标公司名称] 的唯一股东。
第二条股权转让的条件1. 甲方保证其在 [目标公司名称] 的股权是合法、合规的，不存在任何第三方的权利纠纷。
2. 甲方将在股权转让生效后，将 [目标公司名称] 的股权证书加盖其法定代表人印章，并及时向乙方交付。
3. 甲方在股权转让生效后，应向 [目标公司名称] 的有关管理部门进行股权转让登记，并办理相关手续。
第三条股权转让的对价1. 乙方同意向甲方支付相应的对价作为股权转让的交易金额。
具体的对价数目为[对价数目]，乙方将在本协议签署后的[约定时间]内支付给甲方。
2. 对价的支付方式为[支付方式]，具体的账户信息见附表。
第四条附条件1. 甲方、乙方应当积极配合完成有关股权转让的各项手续和事宜，包括但不限于向相关管理部门提交文件、办理相关手续等。
2. 本协议自签署之日起生效，自股权转让登记完成之日起终止。
第五条违约责任1. 任何一方违反本协议约定的，应承担相应的违约责任，并赔偿对方由此而产生的一切损失。
2. 如果一方未能履行本协议所规定的任何义务，对方有权提出书面通知要求其在 [通知期限]内补正，逾期未能补正的，视为该方自动解除本协议。
股权转让协议英文版Share Transfer Agreement
Share Transfer Agreement股票转让协议_________,_________,_________(M,D,Y)TABLE OF CONTENTSSection 1 Purchase and Sale of Stock1.1 Sale of Stock.1.2 Sale of Investment Banking Warrants. .1.3 Closing.Section 2 Representations and Warranties of the Company2.1 Corporate Organization; Authority; Due Authorization2.2 Capitalization2.3 Common Stock Issuable upon Conversion of Series B Preferred and Exercise of Warrants and Investment Banking Warrants2.4 Brokers and Finders.2.5 No Conflict; Required Filings and Consents2.6 Disclosure2.7 Rights Agreement2.8 Ownership of Preferred Stock2.9 Absence of Claims by the Company2.10 Agreements Valid2.11 No RepresentationSection 3 Representations and Warranties of the Sellers3.1 Formation and Status of Seller3.2 Due Authorization3.3 No Violation3.4 No Consent Needed3.5 Tax and Legal Matters3.6 Ownership of Company Shares3.7 Absence of Claims by the Seller3.8 Offering3.9 Brokers or Finders3.10 Rights Agreement and Stock Ownership3.11 Investment Experience3.12 Agreements Valid3.13 No Representation.Section 4 Investment Representations of the PurchaserSection 5 General Provisions5.1 Governing Law5.2 Entire Agreement; Amendment5.3 Notices5.4 Assignment5.5 No Waiver5.6 Descriptive Headings5.7 CounterpartsExhibit A SellersExhibit B Company CapitalizationExhibit C Amendment to Registration Rights AgreementExhibit D Subscription AgreementExhibit E WarrantsExhibit F Investment Banking WarrantsExhibit G Settlement AgreementExhibit H Registration Rights AgreementSHARE TRANSFER AGREEMENTTHIS SHARE TRANSFER AGREEMENT (the "Agreement") is made as of_________,_________,_________(M,D,Y), by and among AAA, Incorporated, a _________(PLACENAME) corporation (the "Purchaser"), each of the eight sellers listed on Exhibit A hereto (each, a "Seller" and collectively, the "Sellers"), and BBB Inc., a _________(PLACENAME) corporation (the "Company").BACKGROUNDA. The Company and all of the Sellers except KKK, Inc. ("Adam Smith") (the seven Sellers not including Adam Smith are sometimes referred to herein as the "Preferred Stock Sellers") are parties to that certain Subscription Agreement for Series B Convertible Preferred Stock and Warrants, dated_________,_________,_________(M,D,Y) (the "Subscription Agreement"), pursuant to which the Preferred Stock Sellers purchased from the Company_________ units, at a price of $,_________ per unit. Each unit consists of: (i) one (1) share of the Company's Series B Preferred Stock (the "Series B Preferred"), and (ii) one hundred (100) five-year warrants, each five-year warrant exercisable topurchase one share of the Company's Common Stock at a price of $,_________ per share (the "Warrants"). The aggregate price paid by the Preferred Stock Sellers was $,_________ for the _________ units (consisting of a total of _________ shares of Series B Preferred and _________ Warrants).B. The Company and Adam Smith entered into that certain Investment Banking Agreement, dated as of _________,_________,_________(M,D,Y) (the "Investment Banking Agreement"), pursuant to which the Company issued to Adam Smith _________ warrants to purchase the Company's Common Stock (the "Investment Banking Warrants").C. The Company and the Sellers are parties to that certain Settlement Agreement, dated _________,_________,_________(M,D,Y) (the "Settlement Agreement"), pursuant to which: (i) the Company and the Preferred Stock Sellers rescinded, on a pro rata basis, the purchase of _________ shares of Series B Preferred and_________ Warrants; and (ii) the Company and Adam Smith reduced the number of Investment Banking Warrants by _________ and terminated the Investment Banking Agreement.D. As a result of the agreements set forth in paragraphs A -- C above, the Preferred Stock Sellers now own, in the specific amounts set forth on Exhibit A hereto, a total of _________ shares of Series B Preferred and the _________ Warrants. The_________ shares of Series B Preferred and the _________ Warrants are referred to herein collectively as the "Purchased Securities." In addition, Adam Smith owns _________ Investment Banking Warrants.E. The Preferred Stock Sellers now wish to sell, and the Purchaser wishes to purchase, the Purchased Securities for an aggregate purchase price of $,_________, or $,_________ per unit, and Adam Smith now wishes to sell, and the Purchaser wishes to purchase, the Investment Banking Warrants for an aggregate purchase price of $,_________.NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:SECTION 1PURCHASE AND SALE OF STOCK1.1 Sale of Stock. The Preferred Stock Sellers hereby agree to sell the Purchased Securities to the Purchaser for a total purchase price of $,_________ (the "Purchase Price"), such Purchase Price to be paid to the Sellers in the amounts set forth under the column entitled "Total Price" on Exhibit A hereto.1.2 Sale of Investment Banking Warrants. Adam Smith hereby agrees to sell the Investment Banking Warrants to the Purchaser for a total purchase price of $1.00 (the "Investment Banking Warrant Price").1.3 Closing. The purchase and sale of the Purchased Securities and the Investment Banking Warrants hereunder shall take place at a closing (the "Closing"; the date on which the Closing occurs is hereinafter referred to as the "Closing Date"). The Closing shall take place concurrently with the execution and delivery of this Agreement by the Sellers, the Purchaser and the Company. At the Closing:(a) the Purchaser shall deliver to each Preferred Stock Seller or its designee by wire transfer, cashier's check or certified checks from a bank acceptable to the Preferred Stock Seller, or such other method of payment as the Preferred Stock Seller shall approve, an amount equal to the Preferred Stock Seller's pro rata portion of the Purchase Price;(b) each Preferred Stock Seller shall deliver to the Purchaser a Stock Power, the stock certificate representing the shares of Series B Preferred held by each of them, the original Warrant held by each of them, and any other documents reasonably acceptable to the Purchaser evidencing the transfer of the Purchased Securities from each Preferred Stock Seller to Purchaser;(c) the Purchaser shall deliver to Adam Smith or its designee by wire transfer, cashier's check or certified checks from a bank acceptable to Adam Smith, or such other method of payment as Adam Smith shall approve, an amount equal to the Investment Banking Warrant Price;(d) Adam Smith shall deliver to the Purchaser the original Investment Banking Warrant and any other documents reasonably acceptable to the Purchaser evidencing the transfer of the Investment Banking Warrants from Adam Smith to the Purchaser;(e) upon the delivery by the Purchaser to the Company of the documents referred to in Section 1.3(b) and Section 1.3(d), the Company shall issue and deliver to the Purchaser (i) a stock certificate for _________ shares of Series B Preferred; (ii) a warrant to purchase _________ shares of Company Common Stock, with the same terms and conditions as the Warrants; and (iii) a warrant to purchase _________ shares of Company Common Stock, with the same terms and conditions as the Investment Banking Warrant; and(f) the Company, the Sellers and the Purchaser shall execute and deliver an amendment (the "Amendment") to that certain Registration Rights Agreement by and among the Company and the Sellers, dated _________(M,D,Y) (the "Rights Agreement"; and as amended, the "Amended Rights Agreement"), in the form attached as Exhibit C.SECTION 2 SECTION 2REPRESENTATIONS AND WARRANTIES OF THE COMPANYThe Company hereby represents and warrants to the Purchaser as follows, subject to such exceptions as are specifically disclosed in writing in the disclosure schedulesupplied by the Company to Purchaser dated as of the date hereof (the "Company Disclosure Letter"):2.1 Corporate Organization; Authority; Due Authorization.(a) The Company (i) is a corporation duty organized, validly existing and in good standing under the laws of the State of _________(PLACENAME), (ii) has the corporate power and authority to own or lease its properties as and in the places where such business is now conducted and to carry on its business as now conducted and (iii) is duly qualified and in good standing as a foreign corporation authorized to do business in every jurisdiction where the failure to so qualify, individually or in the aggregate, would have a material adverse effect on the operations, prospects, assets, liabilities, financial condition or business of the Company (a "Company Material Adverse Effect"). Certificates of state authorities as of a recent date evidencing such valid existence or due qualification, as the case may be, and good standing have been delivered to the Purchaser.(b) The Company (i) has the requisite corporate power and authority to execute, deliver and perform this Agreement and the other agreements and warrants contemplated hereby to which it is a party (collectively, the "Other Agreements") and to incur the obligations herein and therein and (ii) has been authorized by all necessary corporate action to execute, deliver and perform this Agreement and the Other Agreements and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). This Agreement and each of the Other Agreements is a valid and binding obligation of the Company enforceable in accordance with its terms, except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.2.2 Capitalization. As of _________,_________,_________(M,D,Y), the authorized capital of the Company consisted of (i) _________ shares of Common Stock,$,_________ par value per share (the "Common Stock"), of which _________ shares of Common Stock were outstanding, and (ii) _________ shares of Preferred Stock, $,_________ par value per share, which may be designated as Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series B Convertible Preferred Stock. The Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock consist of an aggregate of not more than _________ shares, of which _________ are designated as Series A Preferred Stock. In addition, _________ shares of Company Preferred Stock are designated as Series B Convertible Preferred Stock, of which _________ shares are outstanding. The capitalization of the Company as of _________,_________,_________(M,D,Y) is set forth on Exhibit B. All outstanding shares were issued in compliance with all applicable Federal and state securities laws. Except as contemplated by this Agreement or as set forth in the Company Disclosure Letter, the Company has not granted (i) any outstanding subscriptions, warrants, options, conversion privilegesor other rights or agreements to purchase or otherwise acquire or issue any shares of capital stock from the Company (or shares reserved for such purpose), (ii) any preemptive rights or rights of first refusal with respect to the issuance of additional shares of capital stock of the Company other than as set forth in the Warrants and Investment Banking Warrants, and (iii) any commitments or understandings (oral or written) of the Company to issue any shares, warrants, options or other rights. Exhibit B sets forth the Company warrants, options, convertible securities and other Company stock purchase rights outstanding as of_________,_________,_________(M,D,Y), the number of shares of common stock issuable thereunder and the exercise or conversion price thereof, as the case may be. To the best of the Company's knowledge, except as set forth in the Company Disclosure Letter, none of the shares of Common Stock are subject to any shareholders' agreement, voting trust agreement or similar arrangement or understanding. Except as set forth in the Company Disclosure Letter, the Company has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter.2.3 Common Stock Issuable upon Conversion of Series B Preferred and Exercise of Warrants and Investment Banking Warrants. The issuance of the shares of Common Stock (the "Underlying Shares") issuable upon conversion of the Series B Preferred or upon exercise of the Warrants and the Investment Banking Warrants has been duly authorized and the Underlying Shares have been, and at all times prior to such conversion or exercise will have been, duly reserved for issuance upon such conversion or exercise and, when so issued, will be validly issued, fully paid and non-assessable.2.4 Brokers and Finders. The Company has not retained any investment banker, broker or finder in connection with the Contemplated Transactions.2.5 No Conflict; Required Filings and Consents.(a) The execution and delivery of this Agreement and the Other Agreements by the Company do not, and the performance of this Agreement and the Other Agreements and the consummation by the Company of the Contemplated Transactions will not, (i) conflict with or violate the Certificate of Incorporation or By-Laws or equivalent organizational documents of the Company, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or by which any property or asset of the Company is bound or affected, or (iii) except as set forth in the Company Disclosure Letter, result in any material breach of or constitute a material default (or an event which with notice or lapse of time or both would become a material default) under, result in the loss of a material benefit under, or give to others any right of purchase or sale, or any right of termination, amendment, acceleration, increased payments or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company pursuant to, anynote, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company is a party or by which the Company or any property or asset of the Company is bound or affected.(b) The execution and delivery of this Agreement and the Other Agreements by the Company do not, and the performance of this Agreement and the Other Agreements and the consummation by the Company of the Contemplated Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign (each a "Governmental Entity") except for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or any state securities or "blue sky" laws ("Blue Sky Laws").2.6 Disclosure. No representation or warranty of the Company herein or in the Company Disclosure Letter and no information disclosed in the forms and reports filed with the Securities and Exchange Commission contained, when made, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading, when made.2.7 Rights Agreement. The Company agrees that the Purchased Securities are subject to the terms and provisions of the Amended Rights Agreement, and the Company agrees that the Purchaser shall have all of the rights and privileges set forth in the Amended Rights Agreement as if a signatory thereto.2.8 Ownership of Preferred Stock. The transfer of the Series B Preferred to the Purchaser pursuant to this Agreement is duly authorized, and the Series B Preferred are validly issued, fully paid and non-assessable. Assuming that the purchase and sale of the Series B Preferred is effected pursuant to the terms of this Agreement and the Contemplated Transactions, as a result of the Contemplated Transactions, the Purchaser will be the sole record holder of all issued and outstanding shares of Series B Preferred and there are no presently outstanding rights to acquire or receive any shares of Series B Preferred.2.9 Absence of Claims by the Company. As of the Closing Date, the Company will have no claim against the Seller under any contract or on any other legal basis whatsoever arising out of the Seller's ownership of the Purchased Securities, except for any breaches of any representations, warranties, duties or covenants under this Agreement.2.10 Agreements Valid. Each of the following agreements (each of which is attached hereto) is a true and correct copy of the final, executed version of each such agreement, and, as of immediately prior to the Closing, is in full force and effect and represents a valid and binding agreement between the parties thereto: the Subscription Agreement, attached as Exhibit D; the Warrants, each of which is attached as Exhibit E; the Investment Banking Warrants, attached as Exhibit F; theSettlement Agreement, attached as Exhibit G; and the Rights Agreement, attached as Exhibit H.2.11 No Representation. The Company makes no representation as to the accuracy of the representations and warranties made by the Sellers in Section 3 and the Purchaser in Section 4 of this Agreement.SECTION 3REPRESENTATIONS AND WARRANTIES OF THE SELLERSEach Seller hereby severally warrants to the Purchaser and the Company, and agrees to, the following:3.1 Formation and Status of Seller. If the Seller is a corporation or other legal entity, the Seller is duly incorporated or formed and validly existing under the laws of its jurisdiction of incorporation or formation.3.2 Due Authorization. This Agreement has been duly and validly authorized, executed and delivered by, or on behalf of, the Seller, and, assuming the due authorization, execution and delivery by the Purchaser and the Company, constitutes a valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. All other documents to be authorized, executed and delivered by the Seller will be duly authorized, executed and delivered by the Seller and will be valid and binding obligations of the Seller enforceable in accordance with their respective terms, except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.3.3 No Violation. Neither the execution and delivery of this Agreement nor the performance by the Seller of its obligations hereunder or under the Other Agreements will conflict with any agreement or commitment to which the Seller is a party, or violate any statute or law or any judgment, decree, order, regulation or rule of any court or other Governmental Entity applicable to the Seller. There are no legal proceedings pending, or to the Seller's knowledge, threatened, against such Seller that questions the validity of the Agreement or would prevent consummation of the Contemplated Transactions. The Seller is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality.3.4 No Consent Needed. To Seller's knowledge, no consent, waiver, approval, order or authorization of, or declaration, filing or registration with, any Governmental Entity or any third party is required to be made or obtained by the Seller inconnection with the execution and delivery by the Seller of this Agreement or the Other Agreements or the performance by the Seller of its obligations hereunder or the consummation by the Seller of the Contemplated Transactions.3.5 Tax and Legal Matters. The Seller has had an opportunity to review with its own tax and legal advisors the tax and legal consequences to the Seller of the Contemplated Transactions. The Seller understands that it must rely solely on its advisors and not on any statements or representations by the Purchaser or the Company, or any of their agents. The Seller further understands that it shall be responsible for its own tax liability that may arise as a result of the Contemplated Transactions.3.6 Ownership of Company Shares. Seller is the sole record and beneficial owner of the number of shares of Series B Preferred and the Warrants or the Investment Banking Warrants set forth next to its name on Exhibit A, and such securities are not and will not at any time prior to or at the Closing be subject to any lien or to any rights of first refusal of any kind. Except as set forth in this Agreement or a schedule hereto, there are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Seller is a party or by which he, she or it is bound obligating the Seller to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold repurchased or redeemed, any shares of Series B Preferred or Warrants or Investment Banking Warrants or obligating the Seller to grant or enter into any such option, warrant, call, right, commitment or agreement and there will be no such agreements at any time prior to or at the Closing. The Seller has or prior to the Closing will have good and valid title to, and has the sole right to transfer such shares of Series B Preferred and Warrants and Investment Banking Warrants. Such interests constitute all of shares of Series B Preferred and Warrants and Investment Banking Warrants owned, beneficially or of record, by the Seller. The Purchaser will receive good and valid title to such shares of Series B Preferred and Warrants and Investment Banking Warrants in accordance with the Contemplated Transactions, subject to no claim, or lien retained, granted or permitted by the Seller. Except as contemplated in this Agreement, the Seller has not engaged in any sale or other transfer of its shares of Series B Preferred or Warrants or Investment Banking Warrants in contemplation of the Contemplated Transactions.3.7 Absence of Claims by the Seller. As of the Closing Date, the Seller will have no claim against the Company or the Purchaser under any contract or on any other legal basis whatsoever, except for a claim against the Purchaser for the Purchaser's failure, if any, to pay the Purchase Price and the Investment Banking Warrant Price as specified in Section 1.1 and Section 1.2.3.8 Offering. Subject to the accuracy of the Purchaser's representations in Section4 hereof, the offer, sale and issuance of the Purchased Securities and Investment Banking Warrants to be issued in conformity with the terms of this Agreement constitute transactions exempt from the registration requirements of Section5 ofthe Securities Act of 1933, as amended (the "Securities Act") and from the qualification requirements of the California Corporate Securities Laws of 1968, as amended.3.9 Brokers or Finders. The Seller has not engaged any brokers, finders or agents, and the Purchaser has not incurred, and will not incur, directly or indirectly, as a result of any action taken by the Company, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with the Agreement. In the event that the preceding sentence is in any way inaccurate, the Seller hereby agrees to indemnify and hold harmless the Purchaser and the Company from any liability for any such commission or compensation in the nature of a brokerage or finder's fee or agent's commission (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or the Company or any of their respective officers, partners, employees or representatives is responsible.3.10 Rights Agreement and Stock Ownership. The Seller agrees that, effective as of the Closing, the Seller will no longer have any of the rights set forth in the Rights Agreement and will no longer hold any: shares of Series B Preferred, shares of Company Common Stock, warrants or options to purchase any shares of Series B Preferred or Common Stock, or other securities of the Company.3.11 Investment Experience. The Seller is experienced in evaluating the unregistered securities of companies, has such knowledge and experience in financial or business matters that the Seller is capable of evaluating the merits and risks of the sale of the Purchased Securities and the Investment Banking Warrants, and has made an informed decision to sell the Purchased Securities and the Investment Banking Warrants. The Seller is aware that the Purchaser and the Company are planning to enter into a Merger Agreement pursuant to which the Purchaser will have the option, in its sole discretion, to purchase shares of Company common stock at a per share price of $,_________.3.12 Agreements Valid. Each of the following agreements to which such Seller is a party (each of which is attached hereto) is a true and correct copy of the final, executed version of each such agreement, and, as to such Seller, is in full force and effect and represents a valid and binding agreement between the parties thereto as of immediately prior to the Closing: the Subscription Agreement, attached as Exhibit D; the Warrants, each of which is attached as Exhibit E; the Investment Banking Warrants, attached as Exhibit F; the Settlement Agreement, attached as Exhibit G; and the Rights Agreement, attached as Exhibit H.3.13 No Representation. The Seller makes no representation as to the accuracy of the representations and warranties made by the Company in Section 2 and the Purchaser in Section 4 of this Agreement.SECTION 4 SECTION 4INVESTMENT REPRESENTATIONS OF THE PURCHASERThe Purchaser represents and warrants to the Sellers and to the Company, and agrees to, the following:4.1 The Purchaser is acquiring the Purchased Securities and the Investment Banking Warrants for investment for its own account, not as a nominee or agent and not with a view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting participation in, or otherwise distributing the Purchased Securities and the Investment Banking Warrants. The Purchaser further represents that the Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participation to such person or to any third person, with respect to any of the Purchased Securities and the Investment Banking Warrants. The Purchaser understands that the Purchased Securities and the Investment Banking Warrants have not been registered under the Securities Act, and are not required to be registered by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent as expressed herein.4.2 The Purchaser is experienced in evaluating and investing in the unregistered securities of companies, can bear the economic risk of this investment and has such knowledge and experience in financial or business matters that the Purchaser is capable of evaluating the merits and risks of the investment in the Purchased Securities and the Investment Banking Warrants. The Purchaser understands that an investment in the Company involves substantial risks. The Purchaser further understands all of the risks related to the purchase of the Purchased Securities and the Investment Banking Warrants and that the purchase of the Purchased Securities and the Investment Banking Warrants will be a highly speculative investment. The Purchaser is able, without impairing its financial condition, to hold the Purchased Securities and the Investment Banking Warrants for an indefinite period of time and to suffer a complete loss of its investment.4.3 The Purchaser is an "accredited investor" as such term is defined under Rule 501 of Regulation D, promulgated under the Securities Act.4.4 The Purchaser is aware of the Company's business affairs and financial condition, and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Purchased Securities and the Investment Banking Warrants. The Purchaser further represents and acknowledges that the Purchaser is solely responsible for its own due diligence investigation of the Company and for its own analysis of the terms, merits and risks of this investment.4.5 The Purchaser understands that the certificate evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company, and any other legend required under applicable state securities。
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COMPANY EQUITY TRANSFER AGREEMENT公司股权转让协议CONTENTS1 Transfer of the Transferred Equity协议股权的转让2 Payment of the Transfer Price转让价款的支付3 Closing交割4 Conditions Precedent to the Closing交割的先决条件5 Representations and Warranties陈述与保证6 Rights and Obligations权利和义务7 Amendment and Termination of the Agreement协议的变更及终止8 Liability for Breach of Contract违约责任9 Expenses费用的负担10 Confidentiality保密11 Indemnification赔偿12 Applicable laws and Dispute Resolutions适用法律及争议解决13 Miscellaneous其他条款This Equity Transfer Agreement (this “Agreement”) is entered into on in , People’s Republic of China (the “PRC”), by and between:本股权转让协议（“本协议”）由以下当事方于日在中国签署：Transferors:转让方：Transferee:受让方：The Transferors and the Transferee will be individually referred to as “Each Party” and collectively referred to as “the Parties”.转让方、受让方单独称为“一方”，合称为“各方”。
Whereas,1.Weihai China Glass Solar Co., Ltd. (the “Company”) is a Sino-foreign equity joint venture company established and validly existing under the laws of the PRC. Solar Thin Films, Inc. contributed USD1,500,000 to the Company, accounting for 15% of the registered capital of the Company; Renewable Energy Solutions, Inc. contributed USD500,000 to the Company, accounting for 5% of the registered capital of the Company;光电有限公司（“公司”）系一家依据中国法律注册成立并有效存续的中外合资经营企业。
Solar Thin Films, Inc.在公司的出资额为150万美元，占公司注册资本的15%；Renewable Energy Solutions, Inc.在公司的出资额为50万美元，占公司注册资本的5%；2.The Transferee is a company established and validly existing under the laws of Hong Kong;受让方系一家依据香港法律注册成立并有效存续的公司；3.Each of the Transferors agrees to transfer its entire capital contribution in the Company(hereinafter referred to as “Transferred Equity”) to the Transferee; the Transferee agrees to accept the Transferred Equity.各转让方愿意将各自在公司的出资额（合称为“协议股权”）全部转让给受让方，受让方愿意受让。
In accordance with the laws and regulations of the PRC, the Parties hereby agree to the equity transfer as follows:现各方根据中国现行的法律、法规，经协商一致，就转让股权事宜达成如下协议：1 Transfer of the Transferred Equity协议股权的转让In accordance with the terms and conditions set forth in this Agreement, the Transferors agree to transfer the Transferred Equity to the Transferee and theTransferee agrees to purchase the Transferred Equity listed below. The transfer price of the Transferred Equity (the “Transfer Price”) is listed as below.根据本协议规定的条款及条件，各转让方同意将其持有的协议股权（如下表所列）转让给受让方，受让方同意受让该等协议股权。
协议股权的转让价款如下表所列。
Transferors 转让方Transferred Equity(USD$)协议股权（美元）Transfer Price(USD$)转让价款（美元）SOLAR THIN FILMS,INC.1,500,0001,350,000 RENEWABLE ENERGYSOLUTIONS, INC.500,000450,000 Total总计2,000,0001,800,0002 Payment of the Transfer Price转让价款的支付The Transferee shall pay to the Transferors the Transfer Price by wire transfer of immediately available funds within thirty calendar days after the execution of this Agreement in accordance with the following instructions:受让方应当在本协议签署后30日内向转让方支付转让价款，即将立即可获取的资金汇至以下账户：3 Closing交割Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement shall take place at a closing (the “Closing”) when all the conditions precedent set forth in Article 4 are fulfilled or waived in writing by the Parties. The date on which the Closing occurs is herein referred to as the “Closing Date”.根据本协议的条款和条件，本协议下的交易于第4条所列的先决条件全部满足或被各方书面豁免时完成（“交割”）。
交割当日在本协议中被称为“交割日”。
4Conditions Precedent to the Closing交割的先决条件The Closing shall take place subject to the fulfillment of each of the following conditions:协议股权的交割，在以下条件全部满足之后，方可实现：4.1 The other shareholders of the Company shall have waived in writing the right of first refusal with respect to the Transferred Equity;公司的其他股东书面放弃对协议股权的优先认购权；4.2 The formation, effectiveness, validity and performance of this Agreement is not challenged, restricted or prohibited by any third party or any court, arbitration institution or relevant government authority of the PRC;本协议的成立、生效、效力和履行没有受到任何第三方或中国任何法院、仲裁机构或有关政府部门的置疑、限制或禁止；4.3 Each Party shall have completed all the required internal approval procedures for the Closing pursuant to its articles of association;各方已经根据其公司章程完成了为实现交割所需的全部内部批准手续；4.4 The representations and warranties made by Each Party under this Agreement is still true and effective at the time of the Closing;本协议各方在本协议中所作的陈述和保证在交割时依然真实有效；4.5 The transfer of the Transferred Equity shall have been approved by the examination and approval authority and registered with the local administration of industry and commerce.协议股权的转让已经得到原审批机关的批准，并在当地工商行政管理局办理了变更登记。