Fill and Sign the Stock Purchase Agreement Form

- 1 - STOCK SALE AND PURCHASE AGREEMENT THIS Agreement made and entered into this the ____ day of _________, 20__, by and between _________________ AND _________________. WHEREAS, _________________ desires to purchase all of the right, title and interest which _________________ have or claim to have in _________________ (hereinafter "the Company"), including all issued and outstanding stock of the Company held by _________________ and _________________; WHEREAS, _________________ desire to sell all of their ownership in the Company to _________________. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Sale of Corporation and Stock Interest. Subject to the conditions precedent set forth i n Paragraph 4 hereof and to the provisions of Paragraph 5 hereof, _________________ does hereby agree to sell, convey and transfer to _________________ does hereby agree to purchase all of _________________ right, title and interest in the Company, including the ______ shares of the Company evidenced by stock certificate number(s) ______ (hereinafter "_________________ Stock") at the purchase price set forth in Paragraph 3 below. 2. Sale of Corporation and Stock Interest. Subject to the conditions precedent set forth i n Paragraph 4 hereof and to the provisions of Paragraph 5 hereof, _________________ does also hereby agree to sell, convey and transfer to _________________ does hereby agree to purchase all of _________________ right, title and interest in the Company, -2- including the _________________ shares of the Company evidenced by stock certificate number 4 (hereinafter "_________________ Stock") at the purchase price set forth in Paragraph 3 below. 3. Purchase Price. The total purchase price to be paid by _________________ for all Stock and the Corporation assets, good will and any other assets of the corporation shall be $_________________. The purchase price allocated to the stock shall be ___ per share. The Purchase Price due _________________ and _________________, respectively, shall be paid by _________________ in the form of a cashier's check or certified funds on the Closing Date. The purchase price shall be allocated between _________ and _________ as follows: (a) (b) 4. Conditions Precedent to Sale. The obligation of _________________ to purchase the interest of _________________ in the Company pursuant to this Agreement is specifically subject to and conditioned on the following: (a) Review of corporate minute book, by-laws and stock transfer books by ________s legal representative satisfactory to _________________; (b) Execution by _________________ and _________________ on or before the Closing Date of a resignation of all positions held with the Company substantially in the form of Exhibit "A" hereto; (c) Termination of the Company's line of credit with _________________ and cancellation of all personal guaranties executed in connection therewith; (d) Removal of any and all authority of _________________, on or before the -3- Closing Date to conduct banking transactions on behalf of the Company, including, but not limited to signing checks, withdrawing corporate funds or borrowing funds on behalf of the Company; (e) Delivery to _________________, on or before the Closing Date, of all assets and records, of any nature, belonging or related to the Company, including, but not limited to, accounting records, banking records, checkbooks, correspondence, deeds, files, financial records, minute books, stock ledgers and statements. 5. Warranties. As of the date hereof and on the Closing Date, _________________, individually and collectively, warrant and represent as follows: (a) _________________ have full right, power and legal authority to sell, convey and transfer their respective stock and that said stock, upon conveyance to _________________, shall be legally issued, fully paid and non-assessable; (b) Except for the stock of the Company transferred hereunder, _________________ and _________________ warrant that there exists no other shares of stock, whether common, preferred or of any other class or description, or any warrants or rights of any kind to the issuance of or title to any shares of stock of the Company; and that, except as set forth in the Shareholder Agreement between the parties hereto, dated _________________, 20__, the stock owned by _________________ and _________________ and the stock to be conveyed to _________________ hereunder is not subject to any voting trust or agreement or any other agreement among shareholders restricting or prohibiting the transfer thereof or in any other manner affecting said stock. (c) That _________________ have waived any and all rights which each of them -4- may have under the Shareholder Agreement between the parties, dated _________________, ____, and they consent to the transfer and conveyance contemplated by this Agreement notwithstanding any of the provisions or restrictions contained in said Shareholder Agreement; (d) That there are no pending or threatened action, claim or proceeding affecting the Company before any court, governmental agency or arbitrator, which may materially adversely affect the financial condition of the Company nor, to the best of their knowledge, is there any basis for any such actions, claims or proceedings; (e) That the Company is in compliance with all applicable state, federal and local laws rules, regulations and orders including, but not limited to, the payment of all taxes; (f) That the financial statements of the Company fairly and accurately set forth the financial condition of the Company as of their date, are in accordance with generally accepted accounting principles consistently applied and since _________________, 20____ there has been no material adverse change in the financial condition, results of operations, properties, business or prospects of the Company; (g) That the Company does not have any indebtedness or other liabilities outstanding other than those set forth in Exhibit "B" attached hereto and incorporated herein; (h) That on or about _________________, 20__, the _________________, in its regular course of business, declared minimum distribution of $_________________ payable to all unit owners, including the Company, which minimum distribution was advanced to the Company. _________________, and -5- have received payment of a share of said minimum distribution as consulting income and _________________ hereby waive any and all claims to any distribution paid in excess of the minimum distribution heretofore advanced to the Company and any future distributions declared or paid by the _________________ and (i) That the Company has heretofore distributed to _________________ the sum of $_____, each, which amount represents _________________ pro rata of the _________________ Tax Deed settlement. _________________ acknowledge that they shall not be entitled to any distributions from the _________________ Tax Deed settlement, any other Tax Deed settlement or any revenue of any nature received by the Company, whether such revenue was received before or after the Closing Date. (j) That no funds of the Company have been withdrawn by _________________, for any reason whatsoever, except as specified in (h) and (i) above, between _________________, 20__ and the Closing Date. 6. Closing Date. The Closing Date shall be _________________, 20__. At the Closing, all documents shall be executed, stock certificates executed and funds delivered as is necessary to complete such purchase and _________________ hereby irrevocably appoint _________________ as their attorney in fact for the sole purpose of surrendering their stock and issuing new stock to _________________ and for making the necessary stock transfers on the books of the Company. 7. _________________ agrees and covenants that subsequent to closing he shall cause the financial records of the Company to be corrected to re-classify -6- $_________________ of the amount shown on the books of the Company as a loan to _________________ as consulting income to _________________ and $_________________ of the amount shown on the books of the Company as a loan to _________________ as consulting income to _________________. In the event the conditions precedent set forth in Paragraph 4 cannot be satisfied, _________________ obligation to purchase hereunder shall immediately terminate and this Agreement shall be null and void. 8. Each party hereto represents and warrants to the other that it has dealt with no broker, finder, or similar agent in connection with this transaction, and that no such commissi on or compensation to a broker, finder, or similar agent shall be due in connection with thi s transaction. 9. The parties shall, contemporaneously herewith or hereafter, execute such additional documents as may be reasonably necessary to evidence or effectuate the terms of this Agreement. 10. No action or failure to act by parties hereto shall constitute a waiver of any right or duty afforded them hereunder, nor shall any such action or failure to act constitute an approva l of or acquiescence in any breach hereunder, except as may be specifically agreed in writing. 11. This Agreement, and any of its terms, conditions and provisions may be modified, amended, altered, supplemented, added to, canceled or terminated only by mutual agreement in writing signed by all the parties hereto. 12. This Agreement constitutes the entire agreement between the parties and supersedes and replaces any and all other negotiations, conversations, understandings and/or agreements, -7- written, oral, implied or otherwise. 13. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original hereof, but all such multiple counterparts shall constitute but a single instrument. 14. The rights, obligations, guarantees, warranties, representations and agreements set fort h in this Agreement shall survive the closing of the sale contemplated by this Agreement and the payment of funds hereunder, shall not be affected by any reviews, audits, and/or searches performed by or on behalf of _________________ prior to said closing, and shall be binding on and inure to the benefit of the heirs, personal representatives, successors and assigns of all the parties hereto. 15. If it becomes necessary for any party to enforce this contract by employing an attorney, such party shall be entitled to collect reasonable attorney's fees, and court costs from the non-performing party. 16. This Agreement shall be governed by the laws of the State of _________________, notwithstanding the fact that one or more of the parties to this Agreement is now or ma y become a resident or citizen of a different state. The invalidity, illegali ty, or unenforceability of any particular provision of this Agreement shall not affect the other provisions, and this Agreement shall be construed in all respects as if such invalid, illegal, or unenforceable provision had been omitted. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth above. __________________________________________________________________________________________________ - 8 - EXHIBIT A RESIGNATIONS We, _________________ do hereby resign any and all positions which we hold with _________________ a _________________ business corporation, including but not limited any positions as an officer or director, effective the ____ day of _________, 20__. ______________________________ ______________________________ -9- EXHIBIT B