Stock Purchase Agreement Template

This Stock Purchase Agreement (the "Agreement") is entered into on   (the "Effective Date") by and between

WHEREAS the Seller owns shares of capital stock (the "Stock") of the corporation   (the "Company") and intends to sell these shares to the Purchaser at the agreed price under the terms and conditions set forth below;

WHEREAS the Purchaser desires and intends to acquire the shares from the Seller at an agreed price under the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual promises and obligations set forth herein, and upon other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties have agreed as follows:

SUBJECT OF THE AGREEMENT. According to the terms and conditions of this Agreement, the Seller shall sell, convey, transfer, and assign to the Purchaser   common shares (the "Shares") of the Stock, free and clear of all liens, pledges, claims, and encumbrances of every kind, nature, and description. The Purchaser shall accept from the Seller the Shares and pay the Seller   (the "Purchase Price"). This Purchase Price represents the agreed-upon consideration for transferring the Shares from the Seller to the Purchaser.

The Purchaser acknowledges that access to complete information regarding the Company, including the current financial condition of the Company and the risks associated therewith, has been obtained. This access has been utilized to the Purchaser's satisfaction for the purpose of obtaining information about the Company.

PAYMENT TERMS AND PROCEDURE. The Purchase Price should be paid in full on   (the "Due Date"). 

All payments will be made on or before the Due Date by cash.

CLOSING PROCEDURE. The closing of this transaction shall take place within   days after receiving the payment in full (the "Closing Date"). On the Closing Date, the Seller shall sell, convey, transfer, and deliver the share certificates to the Purchaser, and the Purchaser shall purchase the Shares from the Seller.

All Shares transferred as of the Closing Date will be duly authorized, validly issued, fully paid, and nonassessable, and issued in compliance with all applicable federal, state, and local laws.

The Seller shall deliver the necessary stock certificates or other documentation evidencing the transfer of the Shares to the Purchaser. The Purchaser shall provide a written payment confirmation upon request by the Seller.

The issuance and transfer of the Shares shall adhere to all federal and state securities laws, along with any applicable requirements stipulated by the stock exchange listing the Seller's Shares. Share transfers must comply with applicable securities laws and regulations, such as registration requirements or exemptions under securities laws. These compliance obligations can restrict or regulate the transferability of the Stock.

The Parties shall exchange any ancillary documents related to the transaction, including any necessary consents, assignments, or releases.

RIGHTS OF SHAREHOLDER. The Purchaser shall not be entitled to any rights of a shareholder for the Shares unless and to the extent the Purchaser fulfills payment obligations in full and receives the Certificate.

The Shares transferred to the Purchaser upon exercise of the Agreement shall be subject to all of the terms and provisions of the Shareholder Agreement, if any, to the extent applicable to the Shares. In the event of any conflict between this Agreement and the Shareholder Agreement, the terms of the Shareholder Agreement shall prevail.

TAXES AND COSTS. The Parties are responsible for paying all taxes related to the Shares under the Agreement following the requirements of the applicable laws and regulations.

Except as expressly stated in this Agreement, each Party shall cover their respective costs and expenses related to the negotiation, preparation, execution, and implementation of this Agreement.

The Purchaser consents to the Company withholding the required federal, state, and local taxes associated with the compensation amount considered part of that individual's gross income. At the Company's discretion, the required amount may be withheld in cash from such remuneration or in kind from the Shares. The Purchaser further agrees that if the Company fails to withhold an adequate amount from the Purchaser's remuneration to meet the Company's income tax withholding obligation, the Purchaser shall reimburse the Company in cash for the under-withheld amount upon request.

SELLER'S WARRANTIES AND REPRESENTATIONS. The Seller represents and warrants that:

• The Seller is the lawful owner of the Shares, with full power and authority to sell, transfer, and deliver the Shares to the Purchaser;
• The Seller has not entered into any agreements, contracts, or commitments that would restrict or impair the Seller's ability to sell the Shares to the Purchaser;
• All information provided regarding the Shares, including financial statements, is true, accurate, and complete;
• The Shares will not be offered, sold, or transferred without registration or exemption under applicable securities laws.

PURCHASER'S WARRANTIES AND REPRESENTATIONS. The Purchaser represents and warrants that:

• The Purchaser has the full authority to enter into this Stock Purchase Agreement and to consummate the transaction proposed herein;
• The Purchaser has carried out the investigation of the Company and the Shares, relying on the Purchaser's judgment and the advice of the Purchaser's professional advisors in deciding to purchase the Shares;
• The Purchaser is in a financial position to acquire and hold the Shares and can bear the economic risk and withstand a complete loss of the Purchaser's investment in the Shares;
• The Purchaser understands that the Shares may be subject to the terms and conditions of existing shareholder agreements, which may include specific restrictions or obligations upon the sale or transfer of the Shares to the Purchaser;
• The Purchaser understands the risks associated with the ownership of the Shares and acknowledges that the Seller has provided no guarantees or assurances regarding the future performance of the Shares or the Company.

NO CONFLICT. The execution, delivery, and performance of this Agreement and the closure of the transactions stipulated in it shall not:

• Cause a breach or violation of any provision of the Company's articles of incorporation or by-laws;
• Violate, conflict with, result in any breach of, or constitute a default, or events that, with notice or lapse of time or both, would constitute a default under any contract or judgment to which the Seller is part of or is bound by or that relates to the Company's business or assets;
• Result in the creation of any encumbrance, security interest, mortgage, lien, charge, option, license, adverse claim, or restriction of any kind on any of the assets of the Company or upon any Shares or other securities of the Company;
• Violate any applicable law, statute, rule, ordinance, or regulation of any governmental body;
• Invalidate or adversely affect any permit, license, authorization, or status used in the Company's operations.

DEFAULT. Either Party shall be deemed to be in default under this Agreement upon the occurrence of any of the following events:

• Failure to make any payment due under this Agreement in time, continuing for   days;
• Failure to deliver the certificates representing the Shares upon the Closing Date;
• Breach of warranties made by any Party within this Agreement;
• Occurrence of any voluntary or involuntary proceedings against either Party arising under bankruptcy or insolvency law.

Upon the occurrence of any event of default, the non-defaulting Party shall have the right, in addition to any other rights established in this Agreement or at law or in equity, to terminate this Agreement by providing written notice to the defaulting Party. The non-defaulting Party shall be entitled to recover all damages incurred due to such default.

TERM AND TERMINATION. This Agreement shall commence on the Effective Date and continue until the Closing Date unless terminated earlier under the terms of this Agreement.

Either Party may terminate this Agreement upon providing written notice to the other Party if the other Party becomes insolvent or files for bankruptcy.

This Agreement may be terminated in the event of liquidation, dissolution, or winding up of the Seller that results in the transfer or acquisition of at least a majority of the Company's voting power.

This Agreement shall terminate upon a valid transfer of the Shares to the Purchaser in accordance and full compliance with this Agreement. This Agreement shall not prejudice any rights any other party may have before termination.

 .

OTHER TERMS.  .

NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered personally or by certified mail, return receipt requested, to the address specified in the opening paragraph, or to such other address as one Party may have furnished to the other Party in writing, or to emails set forth below:

If to the Purchaser:  . 

If to the Seller:  .

Either Party may change their registered mail or email address for receipt of notices by giving written notice to the other Party. Notices shall be deemed received on the day of delivery if sent by hand or courier service or after a period of   business days from the date of posting if sent by registered mail or email.

SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between the Parties and supersedes any prior oral or written agreements.

WAIVER. The failure of any Party to enforce a particular provision of this Agreement shall not constitute a waiver of their right to enforce that provision in the future.

AMENDMENTS. This Agreement may be amended or modified only by a written agreement signed by both Parties and certified, if necessary, according to the federal, state, and local law requirements.

BINDING EFFECT. This Agreement shall be binding upon the Parties hereto and their respective successors and assigns according to the federal, state, and local law requirements.

ASSIGNMENT. Neither Party may assign this Agreement or any of its rights or obligations hereunder without obtaining prior written consent from the other Party, which consent shall not be unreasonably withheld.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.