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Stock Sale Purchase Agreement
[name of Seller]
The undersigned, [name], residing at [address], (Seller) is the
owner of [number] shares constituting .......... percent (..........%)
of the issued and outstanding Common Stock, .......... dollars
($..........) par value, of [name of corporation], a corporation
organized and existing under the laws of [state] (Company)
(collectively, Shares, and individually, Share).
In consideration of the premises and the mutual covenants and
conditions herein contained, Seller hereby agrees with you as follows:
1. Agreement to Sell and Purchase Shares. Seller agrees to sell
to you, and you agree to purchase from Seller, upon the terms and
conditions hereinafter set forth, Shares for a purchase price equal to
.......... dollars ($..........) (Purchase Price), payable as hereinafter
2. Delivery of Shares at the Closing. At the closing, Seller will
deliver to the hereinafter defined Escrow Agent Certificate No. ..........
evidencing all Shares to be sold hereunder, together with a stock power
duly endorsed for transfer. In exchange and payment for Shares, and
against delivery thereof to you to Escrow Agent, you shall deliver to
Seller the Purchase Price as follows: .......... dollars ($..........) by
check at the closing and the balance pursuant to a Promissory Note in the
form of Exhibit A attached hereto [omitted] and made a part hereof (the
Note). Payments of the principal amount of and accrued interest on the
Note shall be secured by Shares pursuant to Escrow Agreement, of even date
herewith, between Seller you, and [name] as Escrow Agent thereunder, in
the form of Exhibit B attached hereto [omitted] and made a part hereof
(Escrow Agreement). The closing shall take place at the offices of
Company at [time] (local time) on [date] (Closing Date).
3. Shareholders' Agreement. At the closing, Seller and you will
enter into Shareholders' Agreement in the form of Exhibit C attached
hereto [omitted] and made a part hereof.
4. Seller's Representations and Warranties. Seller hereby
represents and warrants as follows:
a. Seller has and will have on Closing Date full, lawful
power and authority to enter into and to carry out the
terms of this letter agreement.
b. Seller has legal title to Shares, free and clear of all
liens, pledges, or encumbrances of any kind, nature, or
description, with full and unrestricted legal power,
authority, and right to enter into this letter agreement
and to transfer and deliver Shares to you pursuant hereto,
and upon delivery of Shares to you, you will be the owner
of fully paid and nonassessable Shares and receive legal
title to such Shares, free and clear of all liens, claims,
pledges, or encumbrances of any kind, nature, or
description. Shares sold herein represent
..........percent (..........%) of the issued and
outstanding common stock of Company on the date hereof.
5. Purchaser's Representations and Warranties. You hereby
represent and warrant as follows:
a. You have, and will have on Closing Date, full, lawful
power and authority to enter into and to carry out the
terms of any and all transactions contemplated by this
b. You have not relied on any business representations of
Seller regarding your purchase of Shares, and together
with your advisors, you have the requisite knowledge and
experience to understand the risks involved in the
transactions contemplated hereby.
c. (i) You are acquiring Shares for your own account for
investment and not with a view to the distribution or with
the present intention of selling, assigning, or otherwise
transferring any thereof and (ii) you understand that
Shares have not been registered under the Securities Act
of 1933, as amended, and may not be sold, assigned, or
otherwise transferred without registration thereunder
unless such sale, assignment, or transfer does not involve
a transaction requiring registration under the Securities
Act of 1933, as amended.
6. Survival. All representations, warranties, and agreements
contained in this letter agreement shall survive the execution and
delivery hereof and the delivery of Shares on Closing Date.
7. General. This letter agreement shall bind and inure to the
benefit of Seller, you, and our respective successors and assigns. Under
no circumstances may Seller or you assign his rights under this letter
agreement prior to Closing Date. The terms and provisions of this letter
agreement may not be modified or amended, or any of the provisions hereof
waived except, in the case of modification and amendment, pursuant to the
written consent of the parties to this letter agreement, and, in the case
of waiver, pursuant to a writing by the party so waiving. This letter
agreement may be executed by one or more of the parties on any number of
separate counterparts and all of said counterparts taken together shall be
deemed to constitute one and the same instrument; in making proof of this
agreement, it shall not be necessary to produce or account for more than
one counterpart thereof executed by the party to be charged. Section
headings in this letter agreement are for convenience of reference only.
This letter agreement shall be governed by and construed in accordance
with the laws of the [state].
Please confirm your agreement with the foregoing by signing the
duplicate copy of this letter agreement enclosed herewith and returning
the executed copy to:
[printed name of seller]
Accepted and agreed to, intending to be legally bound as of the date first
[printed name of purchaser]
*** If Required By State Law ***
This Section for Notary:
State of _________
County of ________ [COUNTY]
On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
My commission expires: _____