STOCK
PURCHASE AGREEMENT
THIS
AGREEMENT, made the __th/rd/nd day of (Month), (year)_____, by and
between (Name of Company), a
corporation authorized to do business in (Your State) (the Corporation) and the
individual listed in Exhibit A attached hereto (each individually a Shareholder
and collectively the Shareholders).
RECITALS
A. The issued and outstanding capital
stock of the Corporation currently
consists of one thousand two
hundred thirty one (1231) shares of common stock (the Shares). The
Shareholders currently own all the issued and outstanding Shares.
B. The Shareholders and the Corporation
desire to make provisions for future disposition of the Shares in order to
prevent interference with the orderly conduct of the business of the Corporation.
C. The Shareholders and the Corporation
desire that each Shareholder shall
be prohibited from engaging in any business or activity that competes
with the business of the
Corporation, as long as he holds Shares of the Corporation.
NOW
THEREFORE, in consideration of the mutual promises and covenants made herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as
follows: __________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________.
I. RESTRICTIONS ON TRANSFER
1. Restrictions on Transfer. No Shareholder will sell, transfer, donate,
exchange, pledge or assign or in
any way alienate, encumber or dispose of its ownership of any of its Shares of capital stock of the
Corporation, whether now owned or hereafter acquired, either voluntarily or by
operation of law, without the prior written consent of the Corporation and all
the Shareholders, unless such transfer is in accordance with the terms and conditions of this Agreement.
1.1 Void Transfers. The Corporation shall not transfer on its
books any Shares sold or transferred other than pursuant to the terms and
conditions of this Agreement. No transferee of Shares in violation of the
terms and conditions of this Agreement shall be a record owner of such Shares nor will such transferee have
the right to receive dividends or
other distributions payable to the record owner of such Shares. Any
transfer of Shares in violation of the terms and conditions of this
agreement shall be void and
without effect in transferring any interest in such Shares to the transferee.
1.2 Lifetime Transfers. Any Shareholder desiring to transfer Shares
of the Corporation during his
lifetime (the Transferring Shareholder) must give notice (the Notice) of intent to transfer in writing to the Corporation and to the
remaining Shareholders at least ninety
(90) days before the date of the proposed transfer. The Notice shall
specifically name the proposed transferee, the number of Shares to be
transferred and the proposed price and terms of the transfer. The following procedure shall be followed:
(A) Purchase By Corporation. Within thirty (30) days after receipt of the
Notice, the Corporation may elect to purchase the Shares of the Transferring
Shareholder at the price and terms
indicated in the Notice, or, at the option of the Corporation, the price and terms indicated in paragraph 1.4
herein. The Transferring Shareholder
shall abstain from participating in any decision of the Corporation to exercise
or refrain from exercising the
purchase options provided herein, except that at the direction of the holders of the majority in interest of
the outstanding Shares not held by the Transferring Shareholder, the
Transferring Shareholders will vote its Shares and take such other action as may be required by such
majority.
(B) Purchase By Shareholders. In the event that the Corporation either
affirmatively elects not to exercise
the above-described option or allows the period for exercise of the option to
lapse, the remaining Shareholders shall have an additional sixty (60) day period beginning with the end of the
thirty-day period specified in subsection (a) above in which to elect to purchase all the Shares of the Transferring
Shareholder at the price and terms
indicated in the Notice, or at their option, the price and terms indicated in
paragraph 1.4 herein. Any Shareholders
so electing shall deliver to the president of the Corporation a written notice
indicating the Shareholders intent to purchase such Shares and the number of Shares which such
purchasing Shareholders exceed the number of
Shares to be transferred by the Transferring Shareholder, the Shares of
the Transferring Shareholder shall be allotted among the purchasing
shareholders in any manner on
which the purchasing Shareholder may agree; however, if they are unable
to agree, the shares shall be allotted among them so that each Purchasing
Shareholder shall purchase the
fractional portion of the Shares to be transferred which is equal to the
fractional portion of the total
number of outstanding Shares held by the respective purchasing Shareholder (the
Pro Rata Amount). Should the Pro Rata
Amount of a respective Shareholder exceed the Purchase Commitment of the
respective Shareholder, the excess
of each Pro Rata Amount exceeding the Purchase Commitment shall be
allocated among the remaining
Purchasing Shareholders in any manner on which the remaining Purchasing
Shareholders may agree; however, if they are unable to agree, the Shares shall be allotted among them as equally
as possible per capita, without creating
fractional Shares, preference shall be given to the Purchasing
Shareholders in order of their respective holdings of Shares of the
Corporation, with the holder of the greatest number of shares receiving the first preference).
(C) Lapse or Refusal. If the options to purchase all the Shares of
the Transferring Shareholder are not exercised by either the Corporation or the
remaining Shareholders, the
Transferring Shareholder may then transfer its shares pursuant to the terms and
conditions described in the Notice, but such transfer must be to the original
transferee at the purchase price and
under the terms and conditions specified in the Notice within one hundred
eighty (180) days following the original date of receipt of the Notice by the
Corporation. Additionally, such
transfer will not be effective unless the transferee executes and becomes bound by this Agreement prior to the
transfer of the Shares to such
transferee.
(D) Interim Death of Transferring
Shareholder. In the event a
Shareholder dies or dissolves after having sent the Notice but prior to the
transfer of ownership of the
Shares pursuant to the terms of this Agreement, this paragraph 1.2 shall
cease to be effective and the
provisions of paragraph 1.3 shall be in effect.
1.3 Death or Dissolution of a Shareholder. In the event of the death or dissolution
of a Shareholder, the executor or
personal representative or corporate representative of the deceased or
dissolved Shareholder shall sell and the Corporation shall purchase all of the Shares then owned by the deceased
or dissolved Shareholder at the price and terms provided in paragraph 1.4 of
this Agreement. The Corporation may,
however, at its option, assign the
right to purchase such Shares to the surviving Shareholders on a basis
proportional to their respective ownership of Shares in the Corporation.
1.4 Purchase Price and Closing. In the event of the purchase of Shares
under paragraph 1.3, or at the
option of the Corporation or the purchasing Shareholders under paragraph 1.2,
the purchase price to be paid for each of the Shares shall be the net book
value as of the end of the month preceding the month Shareholder notifies the Corporation of its desire to sell or dies
or begins the process of dissolution.
Net book value shall be
determined from the Corporations regular financial statement as prepared in accordance with Section 1.5 by
subtracting the total amounts of its liabilities from the total net book value
of its assets and dividing the difference thereby obtained by the number of shares of capital stock of the
Corporation issued and outstanding as of the date of valuation.
Appropriate adjustments shall be made, however, for dividends and other distributions to Shareholders which
occur after the valuation date.
The
closing of the transfer of Shares pursuant to this Agreement (the Closing)
shall take place within ten (10) days following the date on which the
determination of the purchase
price for the Shares to be transferred has been completed. The Closing shall take place at the principal office of the Corporation at 12:00
noon or at such time and place as may
be mutually agreed upon by the parties.
The selling Shareholder or its personal or corporate representative
shall deliver to the purchaser at Closing the certificates representing the Shares being purchased along
with such additional documentation and endorsements as the purchasers may
reasonably request.
The
purchase price for any shares purchased pursuant to this Agreement shall be
paid in cash or by check payable to the selling Shareholder.
1.5 Financial Statements. The Corporation shall cause its financial
condition and the results of its operations to be compiled at the end of each
fiscal year by its accountant. The
Corporation shall prepare or cause to be prepared financial statements as of
the end of each month including the
month that corresponds to the end of its fiscal year. These statements need not be audited and shall consist of a
balance sheet and the profit and
loss statement which shall contain all appropriate adjustments necessary
to present fairly the financial
condition and results of operations of the Corporation as of the end of each
month and for the interim period then ended.
Such year-end and monthly financial statements shall be prepared in
accordance with generally accepted accounting principles consistently applied.
1.6 Company shall provide Shareholder with ___
shares of the company's outstanding stock for the payment of
$____________. Shareholder shall
relinquish his/her voting right and
elect __________________ to represent Shareholders voting rights, (excluding
rights to dividends and other rights of holders of Shares). If ______________________ leaves the
employment of the Corporation (for any reason) before one year from ___nd/rd/th of (month) (year)_____,
the payment of $__________ could be returned to Shareholder by the company with
10% interest due 30 days after employees departure. Should a forfeiture result in the creation of fractional
share(s), the number of share(s) to
be forfeited shall be rounded out to prevent the creation of fractional
share(s). All stock distributed under
this agreement shall be adjusted to preserve the value of the bonus in the event of a stock dividend, stock
split or reverse stock split, recapitalization, merger, consolidation,
reorganization, cash or property dividend, exchange of share, repurchase of shares or any other change in
corporate structure of or by company that in any such event materially effects the outstanding shares of stock.
Name
of Company Here: ___________________________
By:
____________________________
Name,
Title
_____________________________________
Name
of Purchaser
Attest:
_______________________________
Name, Title
