Stock Purchase Agreement Template printable pdf download

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (the “Agreement”) states the terms and conditions that

govern the contractual agreement between __________________________ (the

“Purchaser”), and [SELLER] (the “Seller”) who agrees to be bound by this Agreement.

WHEREAS, the Seller owns 100% of the shares of stock (the “Shares”) in

[COMPANY], a Virginia corporation (the “Company; and

WHEREAS, the Seller desires to sell the Shares to the Purchaser and the Purchaser

agrees to purchase the Shares from the Seller subject to the terms and conditions herein.

NOW, THEREFORE, In consideration of the mutual covenants and promises made

by the parties hereto, the Purchaser and the Seller (individually, each a “Party” and

collectively, the “Parties”) covenant and agree as follows.

1. PURCHASE AND SALE. Subject to the terms and conditions of this

Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to

purchase from the Seller, the Shares.

2. CONSIDERATION. The Seller shall convey the Shares to the Purchaser for

valuable consideration already received upon execution of the Exclusive Option

Agreement.

3. EXECUTION AND DELIVERY. Upon the execution and delivery of this

Agreement, the Seller shall the deliver to the Purchaser all Company documents

and records in the Seller’s possession, and any other documentation the Company

reasonably requires to process the transfer of the Shares to the Purchaser.

4. SELLER’S REPRESENTATIONS. The Seller represents, warrants, and agrees

to and with the Purchaser as follows as of the date of execution of this Agreement

and on the Closing Date.

a. The Company is a corporation duly formed and organized under the laws

of Virginia;

b. The Company is not in good standing under the laws of Virginia and may

require action by the Purchaser to achieve compliance;

c. There is no proceeding, claim or investigation pending against the

Company before any court, governmental entity, arbitrator or mediator,

nor, to the Company’s knowledge, has any such action, suit, arbitration,

mediation, proceeding, claim or investigation been threatened. There is no

judgment, decree, injunction, rule or order of any court, governmental

entity or arbitrator outstanding against Company or any of its subsidiaries;

d. The Seller is the sole beneficial, legal, and record owner of the Shares;

e. The Seller has the full power, authority, and legal right to sell the Shares;

f. The Seller holds valid and marketable title to the Shares which are free

and clear of all liens, claims, encumbrances, security interests, restrictions

Stock Purchase Agreement Template