Last Updated on July 3, 2025 by Bertrand Clarke

Free, detailed, and comprehensive stock purchase and sale agreement template that meets C-level executive standards. This will be a detailed, professional document with all the necessary provisions for a significant stock transaction.

STOCK PURCHASE AND SALE AGREEMENT

THIS STOCK PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of [DATE], by and between [SELLER NAME], a [STATE/JURISDICTION] [ENTITY TYPE] (“Seller”), and [PURCHASER NAME], a [STATE/JURISDICTION] [ENTITY TYPE] (“Purchaser”).

RECITALS

WHEREAS, Seller owns [NUMBER] shares of [CLASS] stock (the “Shares”) of [COMPANY NAME], a [STATE] corporation (the “Company”), representing [PERCENTAGE]% of the outstanding [CLASS] stock of the Company;

WHEREAS, Purchaser desires to purchase the Shares from Seller, and Seller desires to sell the Shares to Purchaser, subject to the terms and conditions set forth herein;

WHEREAS, the parties wish to set forth their agreement with respect to such purchase and sale;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. PURCHASE AND SALE OF SHARES

1.1 Purchase and Sale

Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, and deliver to Purchaser, and Purchaser agrees to purchase from Seller, the Shares.

1.2 Purchase Price

The aggregate purchase price for the Shares shall be $[AMOUNT] (the “Purchase Price”), payable as set forth in Section 2.

1.3 Closing

The closing of the purchase and sale of the Shares (the “Closing”) shall take place at [TIME] on [DATE] (the “Closing Date”), at the offices of [LOCATION], or at such other time and place as the parties may mutually agree.

2. PAYMENT OF PURCHASE PRICE

2.1 Payment at Closing

At the Closing, Purchaser shall pay the Purchase Price to Seller by:

Wire transfer of immediately available funds: $[AMOUNT]
Promissory note in the form attached hereto as Exhibit A: $[AMOUNT]

2.2 Allocation of Purchase Price

The Purchase Price shall be allocated among the Shares as follows: $[AMOUNT] per Share.

3. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser that:

3.1 Organization and Authority

Seller has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Seller.

3.2 Title to Shares

Seller has good and marketable title to the Shares, free and clear of all liens, encumbrances, security interests, pledges, charges, claims, or restrictions of any kind.

3.3 No Conflicts

The execution, delivery, and performance of this Agreement will not:

Violate any provision of Seller’s organizational documents
Conflict with or result in a breach of any agreement to which Seller is a party
Violate any law, regulation, or court order applicable to Seller

3.4 Consents and Approvals

No consent, approval, authorization, or other action by any governmental authority or third party is required for the execution, delivery, or performance of this Agreement by Seller.

3.5 Financial Statements

The financial statements of the Company previously delivered to Purchaser fairly present the financial condition and results of operations of the Company as of the dates and for the periods indicated therein.

3.6 No Material Adverse Change

Since [DATE], there has been no material adverse change in the business, operations, assets, liabilities, condition (financial or otherwise), or prospects of the Company.

3.7 Compliance with Laws

The Company is in compliance with all applicable laws, regulations, and orders.

3.8 Litigation

There is no action, suit, proceeding, or investigation pending or, to Seller’s knowledge, threatened against the Company or any of its assets.

3.9 Taxes

All tax returns required to be filed by the Company have been timely filed, and all taxes due have been paid.

3.10 Intellectual Property

The Company owns or has valid licenses for all intellectual property necessary for the conduct of its business.

4. REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Seller that:

4.1 Organization and Authority

Purchaser has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

4.2 No Conflicts

The execution, delivery, and performance of this Agreement will not violate any provision of Purchaser’s organizational documents or conflict with any agreement to which Purchaser is a party.

4.3 Financial Capability

Purchaser has sufficient funds or financing commitments to pay the Purchase Price and perform its obligations hereunder.

4.4 Investment Intent

Purchaser is acquiring the Shares for investment purposes and not with a view to distribution or resale.

4.5 Sophisticated Investor

Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933.

5. COVENANTS

5.1 Conduct of Business

From the date hereof until the Closing Date, Seller shall cause the Company to conduct its business in the ordinary course and use reasonable efforts to preserve its business relationships.

5.2 Access to Information

Prior to the Closing, Seller shall provide Purchaser with reasonable access to the Company’s books, records, and personnel.

5.3 Confidentiality

Each party shall maintain in confidence all non-public information received from the other party.

5.4 Further Assurances

Each party shall execute and deliver such additional documents and take such additional actions as may be reasonably necessary to consummate the transactions contemplated hereby.

6. CONDITIONS TO CLOSING

6.1 Conditions to Purchaser’s Obligations

The obligations of Purchaser to consummate the Closing are subject to the satisfaction of the following conditions:

The representations and warranties of Seller shall be true and correct as of the Closing Date
Seller shall have performed all covenants and agreements to be performed by it prior to the Closing
No material adverse change shall have occurred with respect to the Company
All required consents and approvals shall have been obtained

6.2 Conditions to Seller’s Obligations

The obligations of Seller to consummate the Closing are subject to the satisfaction of the following conditions:

The representations and warranties of Purchaser shall be true and correct as of the Closing Date
Purchaser shall have performed all covenants and agreements to be performed by it prior to the Closing
Purchaser shall have delivered evidence of financing or funds sufficient to pay the Purchase Price

7. CLOSING DELIVERIES

7.1 Seller’s Deliveries

At the Closing, Seller shall deliver to Purchaser:

Stock certificates representing the Shares, duly endorsed for transfer
A certificate of good standing for Seller
A certificate of an officer of Seller certifying the truth and accuracy of representations and warranties
Such other documents as may be reasonably requested by Purchaser

7.2 Purchaser’s Deliveries

At the Closing, Purchaser shall deliver to Seller:

The Purchase Price as provided in Section 2
A certificate of good standing for Purchaser
A certificate of an officer of Purchaser certifying the truth and accuracy of representations and warranties
Such other documents as may be reasonably requested by Seller

8. INDEMNIFICATION

8.1 Indemnification by Seller

Seller shall indemnify and hold harmless Purchaser from and against any losses arising from:

Any breach of representations, warranties, or covenants of Seller
Any liabilities of the Company not disclosed in the Company’s financial statements
Any pre-Closing tax liabilities of the Company

8.2 Indemnification by Purchaser

Purchaser shall indemnify and hold harmless Seller from and against any losses arising from:

Any breach of representations, warranties, or covenants of Purchaser
Any post-Closing liabilities of the Company

8.3 Limitation on Indemnification

The indemnification obligations shall be subject to the following limitations:

No indemnification for individual claims less than $[AMOUNT]
Aggregate indemnification limited to $[AMOUNT]
Claims must be made within [TIME PERIOD] after the Closing Date

9. RESTRICTIVE COVENANTS

9.1 Non-Competition

For a period of [TIME PERIOD] following the Closing Date, Seller shall not directly or indirectly engage in any business that competes with the Company within [GEOGRAPHIC AREA].

9.2 Non-Solicitation

For a period of [TIME PERIOD] following the Closing Date, Seller shall not solicit or hire any employees of the Company.

9.3 Non-Disclosure

Seller shall not disclose any confidential information of the Company to any third party.

10. MISCELLANEOUS

10.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE].

10.2 Jurisdiction

Any disputes arising under this Agreement shall be resolved in the courts of [STATE/JURISDICTION].

10.3 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

10.4 Amendment

This Agreement may only be amended by a written instrument signed by both parties.

10.5 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10.6 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original.

10.7 Survival

The representations, warranties, and covenants contained herein shall survive the Closing for a period of [TIME PERIOD].

10.8 Assignment

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

10.9 Notices

All notices required hereunder shall be in writing and delivered by certified mail, overnight courier, or email to the addresses set forth below:

If to Seller: [NAME] [ADDRESS] [EMAIL]

If to Purchaser: [NAME] [ADDRESS] [EMAIL]

10.10 Expenses

Each party shall bear its own expenses in connection with this Agreement and the transactions contemplated hereby.

10.11 Broker’s Fees

Each party represents that it has not engaged any broker or finder in connection with this transaction.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

SELLER:

[SELLER NAME]

By: _________________________ Name: [NAME] Title: [TITLE] Date: _______________

PURCHASER:

[PURCHASER NAME]