"Stock Purchase Agreement Template"

What Is a Stock Purchase Agreement?

A Stock Purchase Agreement is a legal contract that is signed between a buyer and a seller (or a purchaser and a shareholder), in which the seller is legally bound to sell a share of a company on conditions stated in the contract, and the buyer is legally bound to buy that share on the same conditions. The purpose of the document is to regulate the whole process of purchasing and summarize all of the essential details of it.

Some agreements allow company founders to document their initial ownership of it with the use of vesting provisions and transfer restrictions, that regulate the company's repurchase option (when the company can repurchase the unvested shares - the shares that were not earned by providing services to the company). This type of agreement is signed between a company and a purchaser, mostly used with startups, and is called a Founder Stock Purchase Agreement or a Common Purchase Agreement. A Stock Purchase Agreement PDF can be downloaded below, or you can make your own using our online form builder.

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How to Write a Stock Purchase Agreement?

A Stock Purchase Agreement template can consist of several parts such as:

  • Introduction. The document should start with a title. It can be followed by information about the parties, such as their names and addresses, and the date when the contract was signed;
  • Interpretations. This part of the contract is supposed to provide the definitions of any major terms used in this agreement;
  • The Subject. Here the involved parties can state all of the important aspects of the deal, which may contain the description of the share that is being purchased, the purchase price, how it will be transferred, etc.;
  • The Closing. Parties may use this section of the agreement to designate all of the obligations that must be fulfilled at the closing of the deal. Usually, it is presented as lists of documents that a buyer and a seller must provide;
  • Representations and Warranties. In this part of the document, the seller and the buyer provide all of the statements that they are signing off on to be true and valid;
  • Rights and Responsibilities. All the rights and responsibilities that the involved parties have should be stated here. For example, this part can contain the responsibility of the buyer to transfer the purchase payment in time and in accordance with the contract;
  • Fees and Expenses. The contract should contain a clause which provides information on which party will cover the expenses connected with the deal, or how they will be shared between the involved parties;
  • Notices. The seller and the buyer should provide their correspondence address, telephone number, and email for the notification purposes. If they want their representatives to be in contact, they can state it here and provide their contact information as well;
  • Governing Law. Parties should designate the state law in accordance with which this agreement should be governed by and construed;
  • Signatures. To state that they are entering the agreement under their own free will and to express the consent with everything written there, the parties should sign the document;

The parties can include other statements in the contract that they have agreed on, such as a non-competition and non-solicitation clause, severability, representatives, jurisdiction, tax matters, contract termination, etc.


Still looking for a particular template? Take a look at the related templates below:

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Stock Purchase Agreement
This ​ S tock Purchase Agreement (hereinafter referred to as the “Agreement”) is entered
into as of ________________ by and between _____________________, with a mailing
address of ______________________________________________________________
____________________________________ (hereinafter referred to as the “Purchaser”)
and _____________________, with a mailing address of _________________________
________________________________________ (hereinafter referred to as the “Seller”),
collectively referred to as the “Parties,” both of whom agree to be bound by this
Agreement.
1. Purchase and Sale. The Seller owns ________________ of shares, which amounts to
_______% of the outstanding shares of stock in _________________________________
(hereinafter referred to as the “Company”).
Subject to the terms and conditions of this Stock Purchase Agreement, the Seller agrees
to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller,
______________________________________________ shares of the Company’s stock.
Number and Type of Shares
These will hereinafter be referred to as the “Shares.”
2. Delivery and Execution​ . Upon the execution and delivery of this Agreement, the
Seller shall deliver to the Purchaser any documentation the Company reasonably requires
to process the transfer of the Shares to the Purchaser. The Shares shall be delivered to the
Purchaser on or before _____________________ (hereinafter referred to as the “Closing
Date”).
3. Consideration​ . The Seller shall convey the Shares to the Purchaser for
$________________________.
4. Seller’s Representations​ . The Seller represents, warrants, and agrees to and with the
Purchaser as follows as of the date of execution of this Agreement and on the Closing
Date.
● The Company is in good standing under the laws of _____________________ and
requires action by the Purchaser to achieve compliance;
● The Seller is the sole beneficial, legal, and record owner of the Shares;
©​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
T EMPLATEROLLER.COM​ ​ ​ ​
Stock Purchase Agreement
This ​ S tock Purchase Agreement (hereinafter referred to as the “Agreement”) is entered
into as of ________________ by and between _____________________, with a mailing
address of ______________________________________________________________
____________________________________ (hereinafter referred to as the “Purchaser”)
and _____________________, with a mailing address of _________________________
________________________________________ (hereinafter referred to as the “Seller”),
collectively referred to as the “Parties,” both of whom agree to be bound by this
Agreement.
1. Purchase and Sale. The Seller owns ________________ of shares, which amounts to
_______% of the outstanding shares of stock in _________________________________
(hereinafter referred to as the “Company”).
Subject to the terms and conditions of this Stock Purchase Agreement, the Seller agrees
to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller,
______________________________________________ shares of the Company’s stock.
Number and Type of Shares
These will hereinafter be referred to as the “Shares.”
2. Delivery and Execution​ . Upon the execution and delivery of this Agreement, the
Seller shall deliver to the Purchaser any documentation the Company reasonably requires
to process the transfer of the Shares to the Purchaser. The Shares shall be delivered to the
Purchaser on or before _____________________ (hereinafter referred to as the “Closing
Date”).
3. Consideration​ . The Seller shall convey the Shares to the Purchaser for
$________________________.
4. Seller’s Representations​ . The Seller represents, warrants, and agrees to and with the
Purchaser as follows as of the date of execution of this Agreement and on the Closing
Date.
● The Company is in good standing under the laws of _____________________ and
requires action by the Purchaser to achieve compliance;
● The Seller is the sole beneficial, legal, and record owner of the Shares;
©​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
T EMPLATEROLLER.COM​ ​ ​ ​
● The Seller holds valid and marketable title to the Shares which are free and clear
of all encumbrances, restrictions on transfer, or other defects in the title of any
kind;
● There is no proceeding, claim, or investigation pending against the Company or
any of its subsidiaries by any third party or governmental agency, nor, to the
Seller’s knowledge, has any such claim or investigation been threatened;
● The Seller has the right and authority to enter into and carry out the terms of this
Agreement, including without limitation, the offer, sale, and transfer of the Shares
to the Purchaser and has taken all action necessary to validly do so; and
● The Seller is not a party to any contract that remains in effect with respect to the
Shares and there are no restrictions on the offer, sale, or transfer of the Shares
other than applicable securities laws.
5. Expenses​ . Each respective Party will pay all expenses and fees of their or its legal
counsel, accountants, and other agents and advisers incurred pursuant to this Agreement
regardless of whether the transactions contemplated in this Agreement are consummated.
6. Indemnification​ . The Purchaser and the Seller each hereby agree to defend, indemnify
and hold harmless the other from and against any claim, damage, liability, loss, cost, or
expense (including reasonable attorneys fees) arising directly or indirectly out of:
● Any inaccuracy or breach of any representations or warranties made in this
Agreement, and any and all actions, suits, litigation, arbitration, proceedings,
investigations, claims or liabilities of whatever nature arising out of any of the
foregoing;
● Any failure to perform obligations set forth in this Agreement.
7. No Modification Unless in Writing​ . No modification of this Agreement shall be
valid unless in writing and agreed upon by both Parties.
8. Legal and Binding Agreement. ​ T his Agreement is legal and binding between the
Parties as stated above. This Agreement may be entered into and is legal and binding both
in the United States and throughout Europe. The Parties each represent that they have the
authority to enter into this Agreement.
9. Governing Law. ​ T he Parties agree that this Agreement shall be additionally governed
by the laws of _____________________.
State
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T EMPLATEROLLER.COM​ ​ ​ ​
The Parties agree to the terms and conditions set forth above as demonstrated by their
signatures as follows:
_________________________________
_________________________________
Purchaser’s Printed Name
Seller’s Printed Name
_________________________________
_________________________________
Purchaser’s Signature
Seller’s Signature
_________________________________
_________________________________
Date
Date
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T EMPLATEROLLER.COM​ ​ ​ ​
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