DIY Legal Forms

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Stock Sale Purchase Agreement


[name of Seller]


Dear [name]:

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 set forth.

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 letter agreement.

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:

[seller's signature]

[printed name of seller]

Accepted and agreed to, intending to be legally bound as of the date first written above:

[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.

Signature ________

My commission expires: _____