Stock Purchase Agreement

A Stock Purchase Agreement (SPA) is the definitive contract for acquiring ownership in a corporation through the purchase of its stock. Whether you're investing in a startup, acquiring a business, or executing a management buyout, this agreement establishes the terms, protects both parties, and provides the legal framework for transferring equity ownership.

This comprehensive SPA template includes: identification of buyer(s) and seller(s), description of shares being purchased, purchase price and payment structure, closing conditions and timeline, seller's representations and warranties about the company, buyer's representations about funding, conditions precedent to closing, indemnification provisions, escrow or holdback arrangements, non-compete and non-solicitation clauses, and post-closing covenants.

The representations and warranties section is critical—it's where the seller makes legally binding statements about the company's financial condition, assets, liabilities, contracts, intellectual property, litigation, compliance, and more. Breaches of these reps can trigger indemnification claims and reduce the effective purchase price.