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Enter the full legal name of this party exactly as it appears on their ID or business registration.
Enter the full legal name of this party exactly as it appears on their ID or business registration.
A Stock Purchase Agreement (Equity Purchase Agreement) is the binding contract for the purchase and sale of shares of stock or membership interests in a private company — either from the company itself (primary issuance) or from existing shareholders (secondary transfer). In a stock purchase, the buyer acquires an ownership percentage in the entity and assumes proportional exposure to all of the company's liabilities, known and unknown — unlike an asset purchase. Key provisions: representations and warranties about the company's capitalization, financial condition, and absence of undisclosed liabilities; indemnification; right of first refusal; co-sale rights; and transfer restrictions. Fill out this free stock / equity purchase agreement template online, e-sign it digitally, and download a legally valid PDF. no account or lawyer needed. Sections: Parties, Transaction Terms.
SECURITIES NOTICE: This Agreement involves the transfer of securities. The securities have not been registered under the Securities Act of 1933 or applicable state securities laws. Transfer is subject to applicable securities laws and the Company's governing documents.
This Stock / Equity Purchase Agreement (the "Agreement") is entered into as of ______________ by and between ______________, located at ______________ ("Seller"), and ______________, located at ______________ ("Buyer").
Subject to the terms of this Agreement, Seller agrees to sell, and Buyer agrees to purchase, the following securities of ______________ (the "Company"): ______________ of ______________ (the "Securities"), representing ______________ of the Company's total outstanding and fully diluted capital stock.
The total purchase price for the Securities is $0.00 (the "Purchase Price"). The Purchase Price shall be paid as follows: ______________.
The closing of this transaction shall take place on ______________ or such other date as the parties agree. At closing: (a) Seller shall deliver to Buyer: (i) stock certificates or updated capitalization table entries reflecting Buyer's ownership; (ii) any required transfer documents; and (iii) evidence of any required consents. (b) Buyer shall deliver the Purchase Price as described in Section 2.
Seller represents and warrants that: (a) Seller is the record and beneficial owner of the Securities, free and clear of all liens, pledges, and encumbrances; (b) Seller has the full right and authority to sell the Securities; (c) the sale complies with all applicable securities laws and the Company's governing documents, including any right of first refusal (status: ______________); (d) Seller is not aware of any pending or threatened litigation affecting the Securities or the Company; and (e) the Company's capitalization as represented to Buyer is true and accurate.
Buyer represents and warrants that: (a) Buyer is an "accredited investor" as defined under SEC Rule 501(a) or otherwise qualifies under applicable exemptions; (b) Buyer is acquiring the Securities for investment and not with a view to resale or distribution; (c) Buyer understands that the Securities are restricted and may not be transferred without registration or an applicable exemption; and (d) Buyer has reviewed all information about the Company provided by Seller and has conducted its own independent due diligence.
The Securities may not be transferred, sold, or otherwise disposed of without: (a) registration under applicable securities laws, or an opinion of counsel that registration is not required; and (b) compliance with the transfer restriction provisions of the Company's governing documents, including any rights of first refusal, co-sale rights, or board approval requirements.
This Agreement shall be governed by and construed in accordance with the laws of the State of ______________, without regard to its conflict-of-laws principles.