Company share transfer contract template (US)

Stock Purchase Agreement

This Stock Purchase Agreement is made on Agreement Date between Seller Name, at Seller Address ("Seller"), and Buyer Name, at Buyer Address ("Buyer").

1. The Shares

Seller agrees to sell, and Buyer agrees to buy, Number of Shares shares of Class of Stock stock (the "Shares") of Company Name, a State of Incorporation corporation (the "Company"). If the Company is a limited liability company, "Shares" means Membership Interest Percentage% of the membership interests, and references to stock and shareholders apply to them.

2. Price and Payment

The purchase price is $Purchase Price ($Price per Share per share), paid by Payment Method at closing.

3. Closing

Closing will take place on Closing Date. At closing, Seller will deliver the stock certificate endorsed to Buyer, or a signed stock power or assignment of interest, and Buyer will pay the price. The Company will record the transfer in its stock ledger or member register.

4. Consents and Restrictions

Seller will obtain any consent, waiver of a right of first refusal, or approval required by the Company's bylaws, operating agreement or any shareholder agreement before closing. Buyer agrees to sign any joinder to that agreement the Company requires.

5. Seller's Statements

Seller states that Seller owns the Shares free of any lien, pledge or claim; has full authority to sell them; and that the sale does not breach any agreement binding Seller. Additional Statements about the Company, if any

6. Buyer's Statements

Buyer states that Buyer is buying the Shares for its own account and not for resale; understands that the Shares have not been registered under the Securities Act of 1933 or state securities laws and may be resold only if registered or exempt; and has had the chance to ask questions and review the Company's information.

7. Securities Legend

The certificate or records for the Shares may carry a legend stating these transfer restrictions.

8. Taxes and Costs

Each party pays its own costs and advisers. Any stock transfer tax will be paid by Party Paying Transfer Tax.

9. Indemnity

Each party will indemnify the other against losses caused by a breach of its own statements in this Agreement, for Survival Period after closing.

General Terms

Governing law. This Agreement is governed by the laws of the State of Governing State, without regard to its conflict of laws rules. Any lawsuit will be brought in the state or federal courts located in Venue County and State.

Entire agreement. This Agreement is the parties' complete agreement on its subject and replaces all earlier discussions. It may be changed only in a writing signed by both parties.

Severability. If a court finds any part of this Agreement unenforceable, that part will be enforced to the extent the law allows, and the rest stays in effect.

Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor to its whole business.

Notices. Notices must be in writing and sent to the addresses above by personal delivery, certified mail or a nationally recognized courier.

Counterparts and e-signatures. This Agreement may be signed in counterparts and by electronic signature, which has the same effect as an original.

| Seller | Buyer |

| --- | --- |

| Signature: Seller Signature | Signature: Buyer Signature |

| Name: Seller Printed Name | Name: Buyer Printed Name |

| Date: Seller Signing Date | Date: Buyer Signing Date |