STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the “Agreement” or “Stock Purchase Agreement”) states the terms and conditions that govern the contractual agreement between [NAME] of address [ADDRESS] (the “Buyer”), and [NAME] ] of address [ADDRESS] (the “Seller”) who agrees to be bound by this Agreement.
WHEREAS, the Seller owns [NUMBER OF SHARES OWNED] Shares of [TYPE OF STOCK] stock, which amounts to [PERCENTAGE] of the outstanding shares of stock in [COMPANY NAME], a MARYLAND business (the “Company); and
WHEREAS the Seller desires to sell the stock, as described below, to the Buyer and the Buyer agrees to purchase the stock, as described below, from the Seller subject to the terms and conditions herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, the Buyer and the Seller (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows.
- PURCHASE AND SALE.
Subject to the terms and conditions of this Stock Purchase Agreement, the Seller agrees to sell to the Buyer, and the Buyer agrees to purchase from the Seller, [NUMBER OF SHARES] [TYPE OF SHARES] shares of Company stock (the “Shares”).
- CONSIDERATION.
The Seller shall convey the Shares to the Buyer for [DOLLAR AMOUNT (WRITTEN)] dollars ([DOLLAR AMOUNT (NUMERICAL]) (“Purchase Price”).
The Buyer shall pay the Purchase Price on or before [ENTER DATE] (“Payment date”).
Upon the Buyer’s failure to pay the Purchase Price on or before the Payment date, the Purchase Price shall accrue interest at the rate of 8% per annum.
- EXECUTION AND DELIVERY.
Upon the execution and delivery of this Agreement, the Seller shall deliver to the Buyer any documentation the Company reasonably requires to process the transfer of the Shares to the Buyer. The Shares shall be delivered to the Buyer on or before [CLOSING DATE] (the “Closing Date”).
- SELLER’S REPRESENTATIONS.
The Seller represents, warrants, and agrees to and with the Buyer as follows as of the date of execution of this Agreement and on the Closing Date.
- The Company is a corporation duly formed and organized under the laws of MARYLAND;
- The Company is in good standing under the laws of MARYLAND and requires action by the Buyer to achieve compliance;
- 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 is the sole beneficial, legal, and record owner of the Shares;
- 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 title of any kind;
- 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 Buyer 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.
- 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.
- INDEMNIFICATION.
The Buyer 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 failure to perform obligations set forth in this Agreement;
- 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.
- NO MODIFICATION UNLESS IN WRITING.
No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.
- VENUE.
This Stock Purchase Agreement and the interpretation of the terms herein shall be governed by and construed in accordance with the laws of the State of MARYLAND. The Parties irrevocably submit to the exclusive jurisdiction of the federal and state courts located in MARYLAND.
IN WITNESS WHEREOF, each of the Parties has executed this Stock Purchase Agreement electronically or in person, both Parties by its duly authorized officer, as of the day and year set forth below.
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Seller’s Signature Date
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Buyer’s Signature Date
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