# Stock Purchase Agreement
**This Stock Purchase Agreement ("Agreement") is made and entered into as of [Insert Date], by and between:**
**Seller:**
[Seller's Name]
[Seller's Address]
[City, State, Zip Code]
("Seller")
**Buyer:**
[Buyer's Name]
[Buyer's Address]
[City, State, Zip Code]
("Buyer")
**Recitals:**
WHEREAS, Seller is the owner of [Insert Number] shares of the common stock of [Company Name], a [State of Incorporation] corporation (the "Company"), represented by Certificate Numbers [Insert Certificate Numbers] (the “Shares”);
WHEREAS, Buyer desires to purchase the Shares from Seller and Seller desires to sell the Shares to Buyer on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:
## 1. Purchase and Sale of Shares
1.1 **Purchase Price**: Buyer agrees to pay Seller the total purchase price of [Insert Amount] (the "Purchase Price") for the Shares.
1.2 **Payment**: The Purchase Price shall be paid in full at the closing of the transaction (the "Closing"). The Closing shall take place on [Insert Closing Date] at [Insert Time and Location].
1.3 **Delivery of Shares**: At the Closing, Seller shall deliver to Buyer the stock certificates representing the Shares, duly endorsed for transfer to Buyer.
## 2. Representations and Warranties
2.1 **Seller’s Representations**: Seller represents and warrants to Buyer that:
- (a) Seller is the sole legal and beneficial owner of the Shares.
- (b) The Shares are free and clear of all liens, encumbrances, and restrictions.
- (c) Seller has the full right, power, and authority to enter into this Agreement and to sell the Shares.
2.2 **Buyer’s Representations**: Buyer represents and warrants to Seller that:
- (a) Buyer has the full right, power, and authority to enter into this Agreement.
- (b) Buyer is acquiring the Shares for investment purposes and not for resale.
## 3. Conditions Precedent
3.1 **Conditions to Closing**: The obligations of the parties hereunder are subject to the fulfillment of the following conditions at or before Closing:
- (a) All representations and warranties made by both Buyer and Seller shall be true and correct in all material respects as of the Closing.
- (b) All necessary approvals, consents, and authorizations shall have been obtained.
## 4. Indemnification
4.1 **Indemnification by Seller**: Seller agrees to indemnify and hold harmless Buyer from and against any and all losses, claims, damages, and expenses arising out of any breach of Seller’s representations or warranties contained in this Agreement.
4.2 **Indemnification by Buyer**: Buyer agrees to indemnify and hold harmless Seller from and against any and all losses, claims, damages, and expenses arising out of any breach of Buyer’s representations or warranties contained in this Agreement.
## 5. Miscellaneous
5.1 **Governing Law**: This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State].
5.2 **Entire Agreement**: This Agreement contains the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.
5.3 **Amendments**: This Agreement may only be amended in writing signed by both parties.
5.4 **Severability**: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
5.5 **Notices**: Any notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally or sent by certified mail, return receipt requested, or by recognized overnight courier addressed to the parties at their respective addresses listed above.
**IN WITNESS WHEREOF**, the parties have executed this Stock Purchase Agreement as of the date first above written.
_____________________________
**[Seller's Name]**
Seller
_____________________________
**[Buyer's Name]**
Buyer
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*Please consult a legal professional to ensure this agreement meets your specific needs and complies with applicable laws.*