1
EXHIBIT 10.16
SHARE PURCHASE AGREEMENT
THIS AGREEMENT dated > is between:
,
("Shareholder")
AND
PIVOTAL SOFTWARE INC., (BC Incorporation No. 398393), a company
incorporated under the laws of British Columbia with its
registered and records office located at 0000-000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, XX X0X 0X0
("Company")
BACKGROUND
A. The Shareholder is the registered holder of > Class A Common shares without
par value in the capital of the Company ("Class A Shares").
B. The Shareholder has agreed to sell the Class A Shares to the Company, which
has agreed to buy them from the Shareholder upon the terms and conditions set
out herein.
AGREEMENTS
For good and valuable consideration, the receipt and sufficiency of which
each party acknowledges, the parties agree as follows:
1. The Shareholder acknowledges having received from the Company upon the
execution of this Agreement, > Class B Common shares with a par value of $> per
share, in the capital of the Company ("New Shares") from the Company and in
consideration thereof:
(a) assigns, transfers and conveys title to the Class A Shares to the
Company, its successors and assigns; and
(b) warrants to the Company that it has good title to and is the legal and
beneficial owner of the Class A Shares, free and clear of all liens,
charges and encumbrances, and has authority to assign, transfer and
convey them as aforesaid.
2
-2-
2. The Shareholder acknowledges having received from the Company the New
Shares as full and complete consideration for the Class A Shares.
This Agreement constitutes the entire Agreement between the parties and
there are no agreements collateral hereto relating to the subject matter hereof.
TO EVIDENCE THEIR AGREEMENT each of the parties has executed this Agreement as
of the date of this Agreement.
SIGNED AND DELIVERED in the )
presence of: )
)
-------------------------------------) --------------------------------------
(Signature) ) Name of Shareholder:
)
-------------------------------------)
(Print Name) )
)
-------------------------------------)
(Address) )
)
-------------------------------------)
(Occupation) )
(as to all signatures) )
)
PIVOTAL SOFTWARE INC.
By:
-------------------------------------
Authorized Signatory
