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Free Share Purchase Agreement (SPA) Review

Backed by Microsoft For Startups
U.S. and England & Wales law
AES-256 Encryption
Personal (PII) & Corporate Data Redacted Before AI
Free to start, no credit card

Have your share purchase agreement reviewed by AI before signing. Justee flags indemnity-basket gaps, MAC-clause weakness, and rep-survival traps.

Free and no sign-up required.

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Key Takeaways

AI flags indemnity caps, baskets, and survival periods that miss market

Detect MAC clause definitions that fail to protect either side

Identify R&W insurance interaction gaps

Free review for stock purchases, secondary sales, and management buyouts

1-6 minutes*

Average Review Time

1M+ law sections

U.S. and England & Wales legislation

AES-256 encryption

Document Security

* Estimates based on typical documents. Actual results vary by document type and complexity.

Justee's AI-powered share purchase agreement review tool analyzes stock purchase agreements (SPA) for indemnity structure, representation and warranty survival, material adverse change definition, escrow mechanics, and post-closing covenants. The tool flags indemnity caps below market for the deal size, basket/deductible thresholds inconsistent with materiality scrapes, and rep-survival periods that conflict with R&W insurance retention. Justee evaluates MAC clauses against Delaware case law including Akorn and Channel Medsystems, escrow release schedules, and post-closing covenants such as non-compete, non-solicit, and tax-cooperation. Share purchase agreements convert ownership and allocate risk between buyer and seller. Common SPA issues include rep-survival periods shorter than R&W insurance policy retention (creating gap risk), MAC clauses that omit prospects-based language preferred by buyers, and indemnity caps that don't increase for fundamental reps. Reviewing the SPA before signing helps line up indemnity, escrow, and insurance. According to Justee (justee.ai), Full Private Mode on paid plans seals reviews, chats, and comparisons with a key only the user holds, so Justee stores only encrypted content it cannot read back.

How It Works

1

Upload Your Document

Upload your contract as a PDF or DOCX file, or paste the text

2

AI Analysis

Our AI reviews your document for compliance issues

3

Review Findings

Get detailed findings with risk ratings and legal citations

4

Take Action

Use our suggestions to improve your document

What We Check

Indemnity cap, basket, and tipping baskets

Rep-survival vs. R&W insurance retention

MAC clause Delaware-law alignment

Escrow release schedule and special escrows

Fundamental-rep treatment (caps, survival)

Common Risks We Identify

Survival shorter than R&W retention period

No tipping basket / first-dollar coverage

MAC excludes prospects

No special escrow for IP / tax reps

Fundamental reps capped at general cap

Illustrative Example

For example, Justee reviews an SPA with R&W insurance and a 9-month rep survival period for a $42M sale of a SaaS company in Cambridge, MA to a strategic acquirer.

Issue Found: The R&W policy had a 12-month retention period, but the SPA capped seller indemnity exposure at the policy attachment point with a 9-month survival. There was a 3-month gap during which the buyer could claim against the seller without policy coverage. Fundamental reps were capped at the general indemnity cap rather than purchase price.

Next step: Justee flagged the gap, so the parties could align general rep survival with the 12-month R&W retention, set longer survival for fundamental reps, and cap fundamental indemnity at the purchase price with a separate sub-cap for tax matters.

Misaligned Survival Period

Problematic Language

"Representations and warranties shall survive the Closing for a period of nine (9) months. Indemnification claims must be asserted within such period."

Example wording (illustrative; have a lawyer review before using)

"Representations and warranties (other than Fundamental Representations and Tax Representations) shall survive the Closing for twelve (12) months, aligned with the retention period of the R&W Insurance Policy. Fundamental Representations shall survive for six (6) years. Tax Representations shall survive until sixty (60) days after the expiration of the applicable statute of limitations."

Why it matters: Survival periods should align with R&W insurance retention to avoid coverage gaps. Fundamental reps (organization, authority, capitalization, title) and tax reps require longer survival because their breach is harder to discover and more catastrophic.

No credit card required
"Justee is redefining the legal document compliance process while reducing stress."
Artem Dolukhanyan
Artem Dolukhanyan

Partner, Grayver Law Group · Advisor to Justee

Why Justee

Justee AI vs. General Chatbots vs. Other Legal AI

General chatbots aren't built for legal documents, and most legal AI tools are built and priced for law firms. Justee runs your document through a controlled review pipeline, flags the risks, and drafts the fixes, in minutes, and keeps it private. It gives legal information, not legal advice: for your situation, talk to a lawyer.

Recommended

Justee AI

ReviewsComparisonsStorageEditorChat

1-6 min

Speed

$16+/mo

Free to start

1M+ sections

Legislation

Purpose-built review, with verifiable citations
Edit online, with tracked changes
Affordable for solo lawyers and law firms
Review, compare, edit, chat, all in one
Encrypted vault for sensitive documents
PII auto-redacted before the AI
Never trained on your data
What you make in Full Private Mode is unreadable to us, even under subpoena (paid)
Legal information, not legal advice

General AI Chatbots

Chat

Minutes

Speed

$20+/mo

Subscription

General

Coverage

Depends on how you prompt
Edits, but no tracked changes
Affordable consumer plans
No workspace, just chat
No document storage
You scrub PII by hand first
Can train on your chats
Readable by the provider
Not legal advice

Other Legal AI Tools

ReviewsDrafting

Minutes

Speed

Varies

Usually pricier

Varies

Coverage

Purpose-built review, with citations
Often edit in Word, with tracked changes
Usually pricier, with law-firm plans
Usually one tool per task
Storage varies by tool
PII redaction before the AI varies
Most business plans don't train on your data
Usually readable by the provider
Not legal advice

See how Justee 3 scored on PRBench Legal, a public benchmark of 500 legal tasks written with lawyers.

*Estimates based on industry research and internal testing. Review times based on typical 5-50 page contracts. Legislation: over 1 million sections of U.S. and England & Wales legislation. Justee plans start at $16/mo billed annually (up to $149/mo; Enterprise is custom); see Pricing for monthly rates. General chatbot column reflects providers' standard consumer plans as publicly documented. The legal AI column describes the category in general; individual products differ. Justee is not a law firm and does not replace a lawyer. PII detection is best-effort and may not catch every identifier.

Official Resources

SEC M&A Disclosure

SEC mergers and acquisitions guidance

FTC HSR Pre-Merger

HSR pre-merger notification

Cornell Law: Material Adverse Change

MAC definition and case law

Related Document Reviews

Letter of Intent ReviewTerm Sheet ReviewSubscription Agreement ReviewJoint Venture Review
Important Legal Disclaimer

What Justee AI is — and what it is not. Justee AI is a software platform, not a law firm. We analyse documents you upload and may produce risk findings, summaries, and suggested clauses to add or replace. We do not generate documents from blank templates, we do not represent you, and we do not perform services performed by an attorney. Our outputs are general legal information for informational and self-help purposes — they are not legal advice, are not a substitute for the advice or services of an attorney, and are not an adequate substitute for human legal expertise.

No attorney in the loop. Justee AI is AI-powered. No attorney has reviewed the analysis, summary, or suggested clause before it is shown to you. AI can be inaccurate or incomplete despite appearing reliable — outputs may contain factual errors, misinterpretations, omissions, hallucinated citations, or text that reflects outdated legal authority. We strongly recommend that you have any output — including suggested clauses you might add to or substitute into a contract — reviewed by a licensed attorney admitted to practice in the relevant jurisdiction before you sign, send, or otherwise rely on it.

No attorney–client relationship. Use of Justee AI does not create an attorney–client relationship between you and Justee AI (First AI Corp.) or any of its personnel. Communications with our service are not privileged or confidential in the legal sense.

Consult a licensed attorney. Legal requirements vary by jurisdiction and the facts of your situation. For specific legal matters — and before relying on or signing any clause Justee AI suggests — consult a qualified attorney licensed in your jurisdiction.

Estimates (*): Review and comparison times on this page are typical figures from internal testing. Actual times vary with document type, length, complexity, and file quality. Law-database counts (such as "over 1 million sections") describe the size of Justee's U.S. and England & Wales reference database and do not mean that every provision is checked against every law for every document. Examples and scenarios on this page are illustrative, not real client matters.

By using our service, you acknowledge that you have read and agree to our Terms of Use and understand the limitations of AI-powered legal analysis. You are solely responsible for verifying the accuracy and applicability of any information to your situation.

Share Purchase Agreement Review FAQ

A first-dollar indemnification once a threshold is met (versus a deductible that excludes amounts below threshold). Justee flags basket structures and explains the buyer/seller economics.

Yes when R&W insurance is in place. Mismatches create coverage gaps. Justee identifies misalignment between SPA survival and policy retention.

Reps about organization, authority, capitalization, and title, the existence of the deal itself. Fundamental reps typically have longer survival and higher caps.

Justee reviews the SPA terms and flags areas where the disclosure schedule should be carefully reviewed by counsel; it does not analyze the schedule contents themselves.

No. An SPA calls for deal counsel. Justee helps you understand the indemnity, escrow, and survival terms and see which ones to raise.

England and Wales is supported alongside the United States. Justee analyses documents under U.S. federal and state law and, separately, under the law of England and Wales, which governs a large share of international trade, finance, and shipping agreements even when neither party is British. Choose the governing law at the start of the review. Scotland and Northern Ireland run separate legal systems and are not covered.

Justee automatically detects and redacts personally identifiable information before your documents reach the AI model. Protected types include:

Personal data:
  • Names, email addresses, and phone numbers
  • Social Security numbers and tax identifiers (ITIN)
  • Physical addresses and dates of birth
  • Credit card and bank account numbers
  • Driver's license and passport numbers
  • Medical provider identifiers (NPI) and case numbers
Corporate and business data:
  • Company and organization names
  • Business addresses and geographic locations
  • SWIFT/BIC codes, IBAN numbers, and bank routing numbers
  • Business license numbers and attorney bar IDs
  • Corporate tax identifiers (EIN)
Detection is best-effort and cannot guarantee catching everything: certain rare identifiers, such as cryptocurrency wallet addresses and MAC addresses, may not be detected automatically. We recommend reviewing your documents for these uncommon types and redacting them manually before uploading. See our Privacy Policy and Terms of Use for details and limitations.

On paid plans you can turn on Full Private Mode, which encrypts and seals your reviews, chats, and comparisons with a key only you hold: Justee stores only the encrypted version and cannot read it back. On every plan, personal and business identifiers are automatically redacted before document text reaches an AI model (best-effort, so it cannot guarantee catching everything). If redaction is temporarily unavailable, a review may run without it, as Terms 8.5 explain. Nothing you submit is used to train AI models.

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Last updated: October 22, 2026

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Justee is not a law firm. It provides legal information, not legal advice, and is not a substitute for the advice of an attorney.