1. Sale of Shares
Seller agrees to sell and transfer to Buyer, and Buyer agrees to purchase from Seller, [[Number]] shares of common stock (the "Shares") of [[Company Name]], a [[State]] corporation (the "Company"), representing approximately [[Percentage]]% of the outstanding shares.
2. Purchase Price
The purchase price is [[Purchase Price]] ($[[Numeric]]), payable by wire transfer or certified check at Closing.
3. Closing
Closing shall occur on [[Date]] at [[Location or remote]] upon satisfaction of conditions, including delivery of stock certificates (or book-entry confirmation), executed stock power, and payment.
4. Representations of Seller
Seller represents that:
- Seller is the sole owner of the Shares, free of liens, and has full power to sell.
- The Company is duly organized, validly existing, and in good standing under the laws of its state of incorporation.
- There are no outstanding options, warrants, convertible securities, or other rights affecting the Shares other than disclosed in the capitalization table.
- Seller has provided true and complete copies of the Company's governing documents and material contracts as requested.
- There is no pending or threatened litigation that would materially affect the value of the Shares.
- All taxes of the Company have been paid or accrued as required.
5. Representations of Buyer
Buyer represents that Buyer has the financial capacity to complete the purchase and has conducted independent due diligence.
6. Conditions to Closing
- No material adverse change in the Company.
- All corporate approvals obtained.
7. Indemnification
Seller shall indemnify Buyer for breaches of Seller's representations, up to the purchase price, for a survival period of [[18-24 months]] for general reps and longer for fundamental reps (ownership, authority, capitalization).
Buyer shall indemnify Seller for breaches of Buyer's representations.
Indemnification procedures: notice, defense rights, and caps to be agreed in a separate schedule if desired. Basket of [[$X]] applies before claims.
7A. Non-Compete / Non-Solicit (if applicable)
If Seller is a founder or key employee, Seller agrees to a reasonable post-closing non-compete of [[duration]] in [[scope]] as part of the overall transaction consideration.
8. Confidentiality
The parties shall keep the terms of this transaction confidential except as required by law or for advisors bound by confidentiality.
9. Governing Law
This Agreement is governed by the laws of [[State of Company or chosen state]], without regard to conflicts principles.
10. Miscellaneous
Entire agreement, severability, counterparts, amendments in writing. No third-party beneficiaries except as expressly provided. Assignment only with consent except to affiliates.
11. Conditions Precedent to Buyer's Obligation
- Accuracy of Seller's representations at closing.
- No material adverse effect on the Company.
- Delivery of all closing deliverables listed in Exhibit C.
- Receipt of any required consents or waivers (e.g., from existing investors).
12. Post-Closing Obligations
Seller shall cooperate for 90 days post-closing to transition any Company matters and execute additional documents reasonably requested to perfect title.
13. Dispute Resolution
Disputes shall be resolved by binding arbitration in [[City, State]] under AAA rules, or litigation in [[venue]].
14. Expenses
Each party bears its own expenses unless otherwise agreed.
15. Counterparts and Electronic Signatures
This Agreement may be signed in counterparts and by electronic means, which shall be deemed original signatures.
16. Acknowledgments
Each party acknowledges that it has had the opportunity to be represented by independent legal counsel in negotiating and drafting this Agreement and that it has read and understands all of its terms. No party shall be deemed the drafter for purposes of interpretation.
17. Effective Date
This Agreement is effective upon the date of the last signature below.
Signature
Seller(s): ______________________________
Buyer: ______________________________
Exhibit A - Share Schedule and Capitalization
[[Table of shares being sold, total outstanding before/after, any rights of first refusal waived.]]
Exhibit B - Form of Stock Power and Assignment
[[Standard stock power form language.]]
For value received, the undersigned hereby sells, assigns, and transfers unto [[Buyer Name]] the Shares represented by Certificate No. [[Cert #]] standing in the name of the undersigned on the books of the Company.
Seller Signature: ____________________
Exhibit C - Closing Deliverables Checklist
- Original stock certificate(s) or book entry confirmation.
- Executed stock power.
- Resignation letters from any Seller directors/officers if applicable.
- Updated capitalization table post-closing.
- Any required spousal consents or third-party waivers.
- Payoff letters for any liens on the Shares.
- Legal opinion (if required by Buyer).
Key Deal Terms Table
| Item | Value |
|-------------------------|---------------------------|
| Shares Purchased | [[Number]] |
| Percentage | [[XX%]] |
| Purchase Price | [[Amount]] |
| Closing Date | [[Date]] |
| Escrow (if any) | [[Amount / % / Duration]] |
| Survival Period | [[Months]] |
Disclaimer
This Stock Purchase Agreement is a template for private company share purchases. It does not address securities law compliance, tax consequences (including 83(b) elections or 338 elections), earnouts, representations and warranties insurance, or complex capitalization issues. Always involve corporate/securities counsel and tax advisors licensed in the relevant jurisdiction(s). Information current as of June 2026.
End of Stock Purchase Agreement
