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Form2E

The Stock Agreement outlines the procedures for Shareholders and the Corporation regarding the sale and transfer of shares. It includes provisions for the Corporation's right of first refusal, the process for selling shares to other Shareholders, and the obligations of the Corporation upon a Shareholder's death. The agreement also establishes the governing law, modification terms, and the binding nature of the agreement on successors and assigns.

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2 views4 pages

Form2E

The Stock Agreement outlines the procedures for Shareholders and the Corporation regarding the sale and transfer of shares. It includes provisions for the Corporation's right of first refusal, the process for selling shares to other Shareholders, and the obligations of the Corporation upon a Shareholder's death. The agreement also establishes the governing law, modification terms, and the binding nature of the agreement on successors and assigns.

Uploaded by

Teddie Roush
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as RTF, PDF, TXT or read online on Scribd
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Stock Agreement

1. Names. ______________________________________________________________
_______________________________________________________________________
____________________ (Shareholders) and ___________________________________
(Corporation) agree to the following.
2. Restrictions on Sale of Stock. Shareholders will sell their stock in _______________
______________________________________________only as stated in this agreement.
3. Offer to Corporation. A Shareholder who receives a good faith written offer to
purchase all or part of their shares will offer the Corporation the opportunity to buy the
shares on the same terms and will give the Corporation a copy of the offer they have
received. The Corporation, through its board of directors, will have ten days from the
time it receives written notice from a Shareholder to decide whether the Corporation will
buy the shares.
4. Offer to Shareholders. If the Corporation does not buy the shares, the selling
Shareholder will offer the remaining Shareholders (in writing and on a pro rata basis) the
opportunity to buy the shares on the same terms and will give the remaining Shareholders
a copy of the offer they have received. The remaining Shareholders will have ten days
from the time they receive written notice from the selling Shareholder to decide whether
to buy the shares on a pro rata basis or such other basis as the remaining Shareholders
may agree upon.
5. Remaining Shares. If any shares are not bought by the Corporation or the remaining
Shareholders, the selling Shareholder may sell those shares to the person who made the
offer to purchase. The terms will be the same as those offered to the Corporation and
other Shareholders. Any sale to the person who made the offer must take place within 30
days after the procedures described in Paragraphs 3 and 4 have been concluded, or such
sale will be invalid.
6. Continuing Effect. Anyone who becomes an owner of shares of stock in the
Corporation will be bound by this agreement. The following will be endorsed on all stock
certificates:

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The transfer of shares represented by this certificate is subject to the terms of a stock
agreement signed by the Shareholders and the Corporation, dated ____________. A copy
is on file with the corporate secretary.
[Optional clause:]$herL0ck

7. Death of Shareholder. Upon the death of a Shareholder, the Corporation will, within
180 days, buy the deceased Shareholder’s shares from the deceased Shareholder’s estate.
The amount to be paid will be
[ ] the fair market value of the deceased Shareholder’s shares as determined by the
Corporation’s accountant.
[ ] ________________________________________________________________.
The Corporation will buy and maintain insurance on the life of each Shareholder in an
amount sufficient to pay for the shares of a Shareholder who dies. Life insurance
proceeds that exceed the purchase price of the shares will belong to the Corporation.
[End optional clause]
8. Entire Agreement. This is the entire agreement between the parties. It replaces and
supersedes any and all oral agreements between the parties, as well as any prior writings.
9. Successors and Assignees. This agreement binds and benefits the heirs, successors,
and assignees of the parties.
10. Notices. All notices must be in writing, delivered to a party at the address that follows
a party’s signature or to a new address that a party designates in writing. A notice may be
delivered:
(1) in person
(2) by certified mail, or
(3) by overnight courier.
11. Governing Law. This agreement will be governed by and construed in accordance
with the laws of the state of ______________________________________________.
12. Counterparts. This agreement may be signed by the parties in different counterparts
and the signature pages combined will create a document binding on all parties.
13. Modification. This agreement may be modified only by a written agreement signed
by all the parties.

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14. Waiver. If one party waives any term or provision of this agreement at any time, that
waiver will be effective only for the specific instance and specific purpose for which the
waiver was given. If any party fails to exercise or delays exercising any of its rights or
remedies under this agreement, that party retains the right to enforce that term or
provision at a later time.
15. Severability. If any court determines that any provision of this agreement is invalid
or unenforceable, any invalidity or unenforceability will affect only that provision and
will not make any other provision of this agreement invalid or unenforceable and such
provision shall be modified, amended, or limited only to the extent necessary to render it
valid and enforceable.

Shareholders
By: ______________________________ Dated: ______________________________
Printed name: ___________________________________________________________
Address: _______________________________________________________________

By: ______________________________ Dated: ______________________________


Printed name: ___________________________________________________________
Address: _______________________________________________________________

By: ______________________________ Dated: ______________________________


Printed name: ___________________________________________________________
Address: _______________________________________________________________

By: ______________________________ Dated: ______________________________


Printed name: ___________________________________________________________
Address: _______________________________________________________________

Corporation
Name of business: _______________________________________________________,

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a _____________________________________________________________________
By: ______________________________ Dated: ______________________________
Printed name: ___________________________________________________________
Title: __________________________________________________________________
Address: _______________________________________________________________
_______________________________________________________________

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