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Stock Purchase Agreement 1

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Stock Purchase Agreement 1
Stock Purchase Agreement 1
THIS AGREEMENT is made and entered into this _________(1)_________ day of
________(2)_______, ________(3)___________, by and between _________(4)_________,
(hereinafter referred to as "Seller") and ________(5)___________, (hereinafter referred to as
W I T N E S S E T H:
WHEREAS, the Seller is the record owner and holder of the issued and outstanding
shares of the capital stock of ____(6)____, (hereinafter referred to as the "Corporation"), a
______________(7)____________ corporation, which Corporation has issued capital stock of
________________(8)______________ shares of $________(9)_________ par value common
stock, and
WHEREAS, the Purchaser desires to purchase said stock and the Seller desires to sell
said stock, upon the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, and in order to consummate the purchase and the sale of the
Corporation's Stock aforementioned, it is hereby agreed as follows:
Subject to the terms and conditions hereinafter set forth, at the closing of the transaction
contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser
certificates representing such stock, and the Purchaser shall purchase from the Seller the
Corporation's Stock in consideration of the purchase price set forth in this Agreement. The
certificates representing the Corporation's Stock shall be duly endorsed for transfer or
accompanied by appropriate stock transfer powers duly executed in blank, in either case with
signatures guaranteed in the customary fashion, and shall have all the necessary documentary
transfer tax stamps affixed thereto at the expense of the Seller.
The closing of the transactions contemplated by this Agreement (the "Closing"), shall be
held at ________(10)_________, on ______(11)______, at ______(12)______, or such other
place, date and time as the parties hereto may otherwise agree.
The total consideration and method of payment thereof are fully set out in Exhibit "A"
attached hereto and made a part hereof.
Seller hereby warrants and represents:
(a) Organization and Standing.
Corporation is a corporation duly organized, validly existing and in good standing
under the laws of the State of ___________(13)___________ and has the corporate power and
authority to carry on its business as it is now being conducted.
(b) Restrictions on Stock.
i. The Seller is not a party to any agreement, written or oral, creating rights in respect to
the Corporation's Stock in any third person or relating to the voting of the Corporation's Stock.
ii. Seller is the lawful owner of the Stock, free and clear of all security interests, liens,
Stock Purchase Agreement 1