STOCK SALE AND PURCHASE AGREEMENT
State of ________
This Stock Sale and Purchase Agreement (this "Agreement") is made and entered into as of ________ (the "Effective Date"), by and between the following parties:
________, an individual (hereinafter the "Seller"), having an address at:
________
Email: ________
and ________, an individual (hereinafter the "Buyer"), having an address at:
________
Email: ________
The Seller and the Buyer shall each be referred to individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Seller is the record and beneficial owner of certain shares of capital stock in ________, a corporation duly organized and existing under the laws of the State of ________ (the "Corporation");
WHEREAS, the Seller desires to sell, and the Buyer desires to purchase, ________ shares of the ________ stock of the Corporation, having a par value of $________ per share (collectively, the "Stock");
WHEREAS, the Corporation maintains a Shareholder Agreement dated ________, which governs the shareholders' relations with the Corporation (the "Shareholder Agreement");
WHEREAS, the Shareholder Agreement, together with the Corporation's certificate of incorporation and bylaws, permits the sale and transfer of the Stock contemplated herein, and any required consents, waivers, or rights of first refusal have been satisfied, obtained, or duly waived; and
WHEREAS, the Parties desire to set forth the terms and conditions upon which the Seller shall sell and the Buyer shall purchase the Stock.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — SALE AND PURCHASE
§ 1.1. Subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell, assign, transfer, and convey to the Buyer, and the Buyer hereby agrees to purchase and acquire from the Seller, all of the Seller's right, title, and interest in and to the Stock, free and clear of all liens, claims, security interests, pledges, options, and encumbrances of any kind.
§ 1.2. The aggregate purchase price for the Stock shall be $________ (the "Total Sale Price").
§ 1.3. Upon consummation of the sale, the Seller shall retain no further rights, title, or interest of any kind in the Stock or in the Corporation arising from the Stock.
ARTICLE 2 — PAYMENT
§ 2.1. The Total Sale Price shall be paid by the Buyer to the Seller in one lump-sum payment on or before the Closing Date (as defined below).
§ 2.2. The methods of payment that the Seller shall accept are as follows:
________
ARTICLE 3 — CLOSING
§ 3.1. The consummation of the transaction contemplated by this Agreement (the "Closing") shall occur on ________ (the "Closing Date"), at which time the Total Sale Price shall be paid in full.
§ 3.2. The Closing shall take place at the following location:
________
§ 3.3. The Closing shall commence at the following time:
________
§ 3.4. At the Closing, the Parties shall execute and deliver all documentation reasonably required to effectuate the transfer of the Stock, including, without limitation, the Seller's delivery to the Buyer of the original stock certificate(s) representing the Stock, duly endorsed in blank or accompanied by a duly executed stock power (the "Stock Certificates"). The Seller shall execute such further transfer documents and instruments as may be necessary to vest in the Buyer full and unencumbered title to the Stock and to cause the transfer to be recorded in the books and records of the Corporation.
ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller hereby represents and warrants to the Buyer as follows:
§ 4.1. The Seller has good and marketable title to the Stock, free and clear of all liens, security interests, pledges, claims, options, charges, and encumbrances of any kind.
§ 4.2. The Corporation is a duly organized corporation, validly existing and in good standing under the laws of the State of ________, and the Stock is duly authorized, validly issued, fully paid, and non-assessable.
§ 4.3. The Seller has full power, authority, and legal capacity to enter into this Agreement and to sell and transfer the Stock, and the execution and delivery of this Agreement does not violate or conflict with any agreement, instrument, or obligation to which the Seller is a party or by which the Seller is bound.
§ 4.4. The Seller is not a party to any contract, agreement, voting trust, proxy, or other arrangement granting any third party rights in the Stock or in the voting of the Corporation by reason of the Stock.
§ 4.5. There are no restrictions of any kind affecting the transfer of the Stock, including, without limitation, options, stock purchase agreements, rights of first refusal, or redemption agreements, that have not been satisfied or waived as of the Closing Date.
§ 4.6. The Seller shall take all reasonable steps and execute all reasonably necessary instruments to perfect the Buyer's ownership of, and title to, the Stock.
ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF THE BUYER
The Buyer hereby represents and warrants to the Seller as follows:
§ 5.1. The Buyer has full power, authority, and legal capacity to enter into and perform this Agreement, and the execution of this Agreement and the consummation of the transaction contemplated herein will not place the Buyer in default of any contractual or other obligation to which the Buyer is a party.
§ 5.2. The Buyer shall deliver the Total Sale Price in accordance with the terms of this Agreement.
§ 5.3. The Buyer has had the opportunity to consult with such legal, tax, and investment advisors as the Buyer has deemed necessary regarding this transaction, or has knowingly waived the right to do so, and fully understands the benefits and risks of purchasing the Stock.
§ 5.4. The Buyer is acquiring the Stock for the Buyer's own account for investment purposes and not with a view to any distribution thereof in violation of applicable federal or state securities laws.
ARTICLE 6 — EXPENSES
Each Party shall be responsible for its own costs, fees, and expenses, including legal and advisory fees, incurred in connection with the negotiation, preparation, and performance of this Agreement.
ARTICLE 7 — DIVIDENDS AND VOTING
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ARTICLE 8 — NO BROKERAGE
Each Party represents and warrants that no fees, commissions, or other payments are due to any third party, including brokerage fees, finder's fees, or commissions, as a result of the transaction contemplated by this Agreement. Each Party agrees to indemnify and hold the other harmless from any claim for such fees arising from the acts of the indemnifying Party.
ARTICLE 9 — NO GUARANTEES; "AS IS"
The Seller does not guarantee any specific performance of the Corporation, whether through sales, distributions, profits, or otherwise. The Buyer acknowledges and accepts that, except for the express representations and warranties set forth in this Agreement, the Stock is sold on an "as is, where is" basis.
ARTICLE 10 — GOVERNING LAW AND VENUE
This Agreement shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict of laws principles. The Parties agree that any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in ________, and each Party irrevocably consents to such jurisdiction and venue.
ARTICLE 11 — SEVERABILITY
In the event any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to render it enforceable, and the remaining provisions of this Agreement shall continue in full force and effect.
ARTICLE 12 — ENTIRE AGREEMENT; AMENDMENT
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements, whether written or oral. No amendment or modification of this Agreement shall be valid unless made in writing and signed by both Parties.
ARTICLE 13 — NOTICES
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ARTICLE 14 — ASSIGNMENT
Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and permitted assigns.
ARTICLE 15 — COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic means shall be deemed valid and binding for all purposes.
EXECUTION
IN WITNESS WHEREOF, the Seller and the Buyer have caused this Agreement to be executed and delivered as of the following date: ________.
SELLER:
Name: ________
Signature: __________________________
Date: ________
BUYER:
Name: ________
Signature: ___________________________
Date: ________
ACKNOWLEDGMENT (NOTARY):
State of ________, County of ________.
On this ________, before me, the undersigned notary public, personally appeared ________, proven to me through satisfactory evidence of identification to be the person whose name is signed above, and acknowledged that he/she signed this Agreement voluntarily for its stated purpose.
Notary Public: __________________________
My commission expires: ________