THIS AGREEMENT, made and entered into this _____(1)______ day of ______(2)

_____, _____(3)______, is by and between _______(4)_________, hereinafter referred to as the

"Seller", and _______(5)_________, hereinafter referred to as the "Purchaser".

W I T N E S S E T H:

WHEREAS, the Seller is the owner and holder of record of ____(6)____ (______) shares

of the issued and outstanding shares of the capital stock of the Purchaser; and,

WHEREAS, the Purchaser desires to repurchase said ____(7)____ (______) shares of

said stock, hereinafter referred to as the "Sellers Stock", and the Seller desires to sell, or cause

to be sold, all of said shares of stock upon the terms and subject to the conditions hereinafter set


NOW, THEREFORE, in consideration of the premises and the mutual covenants and

agreements contained in this Agreement, and in order to consummate the purchase and sale of

the Seller's Stock aforementioned, it is hereby agreed as follows:


A. Purchase and Sale of Corporation's Stock. Subject to the terms and conditions

hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell,

convey and transfer the Seller's Stock, and deliver to the Purchaser certificates representing such

stock, and the Purchaser shall purchase from the Seller the Seller's Stock in consideration of the

purchase price set forth in Section Two of this Agreement. The certificates representing the

Corporations' 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.

B. Procedure for Closing. The closing of the transactions contemplated by this

Agreement (the "Closing"), shall be held at such place as is agreed upon by the parties hereto on

or before the _(8)_ day of _____(9)____, ____(10)_____, (such date to be referred to in this

Agreement as the "Closing Date").


A. Consideration. The total consideration for the purchase of the Seller's Stock,

pursuant to this Agreement, shall be the total sum of ______(11)______ ($___________).


Seller warrants and represents:

A. Restrictions on Stock.

1) The Seller is not a party to any agreement, written or oral, creating rights in respect of

any Seller's Stock in any third person or relating to the voting of Seller's Stock.

2) Seller is the lawful owner of Seller's Stock, free and clear of all security interest, liens,

encumbrances, equities and other charges.

3) There are no existing warrants, options, stock purchase agreements, restriction of

any nature, relating to the subject Seller's Stock.

B. Survival. All warranties contained within this Agreement shall survive closing of this



A. Each of the parties to this Agreement covenants and agrees that the Seller's

representations, warranties, covenants and statements and agreements contained in this

Agreement shall survive the Closing Date. Except as set forth in this Agreement, there are no

other agreements, representations, warranties or covenants by or between the parties hereto

with respect to the subject matter hereof.

B. This Agreement constitutes the entire Agreement and supersedes all prior

agreements and understandings, oral and written, between the parties hereto with respect to the

subject matter hereof.

C. This Agreement shall be construed and enforced in accordance with the laws of the

State of _____(12)_____.

D. Should Seller default under this Agreement, Purchaser may be able to seek and

obtain any and all remedies available at law or in equity, including rescission of this Agreement.

Purchaser shall have the right to obtain all remedies cumulatively available and will not be limited

to one such remedy.

E. Should either party default under this Agreement, the party enforcing this Agreement

shall be entitled to reimbursement of all costs, including reasonable attorneys' fees incurred at

the trial and appellate levels.

IN WITNESS WHEREOF, this Agreement has been executed by each of the individual

parties hereto, all on the date first above written.

Signed, Sealed and Delivered in the presence of:


__________(13)_______________ ____________(14)_____________




___________(16)______________ ___________(17)_____________



The information in this document is designed to provide an outline that you can follow

when formulating business or personal plans. Due to the variances of many local, city, county

and state laws, we recommend that you seek professional legal counseling before entering into

any contract or agreement.

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