Stock Purchase Agreement Form (Page 3 of 5) in pdf

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (“Agreement”) is entered into as of ______________________,

20___ by and between ________________________________________ (“Seller”) and

_____________________ ________________________________________ (“Purchaser”).

Purchaser and Seller may collectively be referred to as the “Parties.”

WHEREAS, Seller is the record owner and holder of shares of the capital stock of

_______________________ (the “Company”), a __________________ [insert state of

incorporation] Corporation; and

WHEREAS, the Parties desire to enter into this Agreement pursuant to which Purchaser

will purchase from Seller shares of capital stock of the Company.

NOW, THEREFORE, in consideration for the promises set forth in this Agreement, the

Parties agree as follows:

1. PURCHASE AND SALE: Subject to the terms and conditions set forth in this

Agreement, Purchaser hereby agrees to purchase from Seller, and Seller hereby agrees to

sell, transfer and convey to the Purchaser ___________________________

(____________) shares of ______________________ [insert class of stock—e.g.

common, preferred, etc.] stock of the Company (the “Stock”).

2. PURCHASE PRICE: The purchase price for each share of Stock shall be

____________________________________________ dollars ($_____________) for an

aggregate purchase price of _____________________________________ dollars

($_________________) (the “Purchase Price”), to be paid to the Seller in cash at the

closing.

3. CLOSING: The closing contemplated by this Agreement for the transfer of the Stock

and the payment of the Purchase Prices shall take place at ________________________

_______________________________________________________________________,

on _____________________, 20__ at _____________[insert place and time](the

“Closing”). The certificates representing the Stock shall be duly endorsed for transfer or

accompanied by an appropriate stock transfer.

4. REPRESENTATIONS AND WARRANTIES OF SELLER: Seller hereby warrants

and represents that:

(a) Restrictions on Stock. The Seller is not a party to any agreements that create

rights or obligations in the Stock relating to any third party including voting or

stockholder agreements. The Seller is the lawful owner of the Stock, free and

Stock Purchase Agreement Form Page 3