Fill and Sign the Buy Sell Agreement between Shareholders of Closely Held Corporation Form

Buy-Sell Agreement between Shareholders of Closely Held Corporation Agreement made this _______________ (date), between __________________ (Name of Corporation), a corporation organized and existing under the laws of_____________________ (name of state), with its principal office located at ________ ______________________________________________________________________(street address, city, state, zip code), referred to herein as Corporation;________________________ (Name of First Shareholder), of __________________ ____________________________________________________ (street address, city, state, zip code), referred to herein as First Shareholder; _______________________(Name of Second Shareholder), of ________________________________________ _______________________________ (street address, city, state, zip code), referred to herein as Second Shareholder; and _____________________ (Name of Third Shareholder), of ________________________________________________________ _________________ (street address, city, state, zip code), referred to herein as Third Shareholder . Whereas, Corporation is authorized to issue ___________ (number) shares of common stock, with a $____________ par value per share. ____________ (Number)of shares of common stock are issued, outstanding, and are owned by Shareholders as follows: ___________________________ ________________ (Name of First Shareholder) (Number of Shares) ___________________________ ________________ (Name of Second Shareholder) (Number of Shares) ___________________________ _________________ (Name of Third Shareholder) (Number of Shares) Whereas, the parties deem it in their best interest, and in the best interest of the Corporation, to provide some restrictions on the transfer, purchase, and ownership of the stock of the Corporation; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree
(name of corporation) to: (provide a signatory) (to sign the agreement) (name of first shareholder) (to sign the agreement) (name of second shareholder) (to sign the agreement) (name of third shareholder) 1 see, gen. Stat. 10-38-203 (2001); gen. Stat. 10-18a-3 (2006); gen. Stat. 32a-6c-16 (2009), as amended. 2 this provision was enacted at least in part to address a conflict of interest in the board of directors of a corporation that owns a stock investment trust registered under the investment company act. 3 this provision was enacted at least in part to address the problem of the CEO soliciting stock purchases and selling them before the IPO on a market that was closed before the ipo. 4 the statute did not require the corporate officers and directors to approve this agreement. 5 the statute required the corporate officer to be at least 18 years old, the general partner and secretary to be at least 21 years old, the CEO and another 20 year old and at least three additional members of the board to be at least 21 years old and of the board. 6 see, gen. Stat. 10-1d-13 (2002); gen. Stat. 32a-6c-16 (2009), as amended. 7 see gen. Stat. 32a-6c-16; 32a-6d-6 (2009), as amended. 8 see gen. Stat. 32a-9-3. 9 see gen. Stat. 32a-6c-16 (2009), as amended. 10 this provision was enacted at least in part to address the conflict of interest in the corporation's board of directors, especially in view of recent judicial decisions that have found corporations cannot use the terms “shareholder" or "shareholder interests" to create separate classes of stock. In a recent decision in a case brought against the corporation by a shareholder who filed a complaint against the board of directors of a corporation for improper insider trading, the North Carolina supreme court held that the shareholder is a stockholder and must be elected to sit on the board because he or she owns more than 50 percent of the corporation.