Founder Secondary Stock Purchase Agreement — Private Company; Company-Consented — Extended Form

Matter Completion Sheet — Complete Before Circulation

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is entered into as of [DATE] by and between [SELLER LEGAL NAME] (“Seller”) and [PURCHASER LEGAL NAME] (“Purchaser”). [COMPANY LEGAL NAME], a [STATE] corporation (the “Company”), joins solely for the purposes expressly stated in Section 9 and the Company signature block.

Recitals

A. Seller is the record and beneficial owner of [NUMBER] shares of [CLASS/SERIES] stock of the Company (the “Shares”).

B. Subject to the Governing Documents and applicable law, Seller desires to sell the Shares to Purchaser, and Purchaser desires to purchase the Shares, for the Purchase Price.

C. The parties intend a private secondary transfer between stockholders or eligible investors. The Company is not receiving the Purchase Price, has not acted as a broker or investment adviser, and is not making an offer on behalf of Seller.

D. The Company’s consent is conditioned on satisfaction of the closing requirements, the effectiveness of all required waivers, Purchaser’s execution of the required joinders, and counsel’s confirmation of the resale exemption or other lawful transfer basis.

The parties therefore agree as follows:

1. Defined Terms and Interpretation

1.1 Defined Terms

“Affiliate” means, with respect to a person, any other person controlling, controlled by or under common control with that person. “Applicable Law” includes federal and state securities laws, tax laws, sanctions and anti-money-laundering requirements, and the corporate law governing the Company. “Business Day” means a day other than Saturday, Sunday or a day on which banks in [CITY] are authorized to close.

“Closing” means consummation of the purchase and sale under Section 3. “Company Documents” means the Company’s certificate of incorporation, bylaws, equity plan and award documents, stockholders agreements, investor-rights agreements, voting agreements, ROFR and co-sale agreements, lock-ups, legends and notices, and any other agreement binding the Shares, Seller or a transferee.

“Encumbrance” means any lien, pledge, security interest, option, claim, adverse interest, proxy, voting commitment, purchase right, right of first refusal, co-sale right or restriction, other than a restriction expressly listed on Schedule 2 and released, waived or assumed at Closing.

“Purchase Price” means $[AGGREGATE AMOUNT], equal to $[PRICE] per Share. “Required Approval” means each consent, waiver, notice, expiration of a response period, board approval, stockholder approval, contractual approval or regulatory clearance identified on Schedule 2.

1.2 Construction

The schedules and exhibits form part of this Agreement. “Including” is without limitation. References to laws include amendments and successor provisions, but no provision is intended to state a legal conclusion without current-law review. Headings do not affect interpretation. If this Agreement conflicts with an unwaived Company Document, the Company Document controls to the extent required, and the parties shall cooperate on a lawful amendment or termination rather than effect a prohibited transfer.

2. Purchase and Sale

2.1 Transfer of Shares

At the Closing, on the terms and subject to the conditions in this Agreement, Seller shall sell, assign and transfer the Shares to Purchaser, and Purchaser shall purchase the Shares from Seller, free of Encumbrances other than the Permitted Restrictions. “Permitted Restrictions” means restrictions arising under Applicable Law and Company Documents that Purchaser validly assumes at Closing.

2.2 Purchase Price

Purchaser shall pay the Purchase Price in immediately available funds pursuant to the written Funds-Flow Memorandum approved by Seller, Purchaser and, if applicable, the escrow agent. No amount is payable to the Company except an expressly disclosed administrative or legal fee approved in writing and permitted by Applicable Law.

2.3 No Implied Price Validation

The parties acknowledge that the transaction price was negotiated between Seller and Purchaser; may differ from the Company’s most recent preferred-stock price, common-stock valuation, tender price or third-party transaction; and is not a Company valuation, tax valuation, fairness determination or representation of fair market value.

2.4 Entire Interest; No Fractional or Hidden Transfer

The Shares and the exact rights transferred are set forth on Schedule 1. No option, forward, participation, derivative, voting arrangement, economic interest or side payment relating to Company securities is created or transferred unless specifically disclosed and approved in writing.

3. Closing Mechanics

3.1 Closing Date and Sequence

The Closing shall occur on [DATE], remotely by electronic exchange, or on another date agreed in writing. Unless the parties and Company approve another sequence, the escrow agent or closing coordinator shall confirm: (a) all Required Approvals and conditions are satisfied or validly waived; (b) Purchaser’s funds are irrevocably available; (c) Seller’s transfer instruments are held for release; (d) the Company is ready to update its stock ledger; and (e) the deliveries will be released simultaneously.

3.2 Seller Deliveries

Seller shall deliver: (a) an executed stock power or transfer instruction acceptable to the Company; (b) any original certificate or a lost-certificate affidavit and indemnity approved by the Company; (c) the Seller Certificate attached as Exhibit A; (d) tax forms requested under the Funds-Flow Memorandum; (e) evidence of spousal or partner consent if required; and (f) each other item on the Closing Checklist.

3.3 Purchaser Deliveries

Purchaser shall deliver: (a) the Purchase Price; (b) an executed Purchaser Representations Letter in the form of Exhibit B; (c) each joinder required by the Company; (d) organizational authority evidence reasonably requested by the Company; and (e) sanctions, beneficial-ownership and identity information reasonably required for lawful registration of transfer.

3.4 Company Deliveries

Subject to Section 9, the Company shall deliver or cause delivery of: (a) the executed Company Consent and Transfer Approval; (b) evidence that applicable ROFR, co-sale and consent rights were satisfied or waived; (c) an updated stock-ledger excerpt reflecting Purchaser as record holder of the Shares; and (d) an uncertificated-share notice or replacement certificate containing all required legends and restriction notices.

3.5 Failure of Simultaneous Closing

If any closing delivery fails after funds or transfer instruments are released, the affected party shall promptly return what it received, and the Company shall reverse any provisional ledger entry, unless the parties agree on a prompt cure that does not prejudice third parties. This Section does not limit fraud remedies or obligations that survive termination.

4. Seller Representations and Warranties

Seller represents to Purchaser as of signing and Closing that:

4.1 Status; Authority; Enforceability

Seller has legal capacity and authority to enter into and perform this Agreement. If Seller is an entity or trust, its execution and performance were duly authorized and do not violate its governing instruments. This Agreement is a valid and binding obligation of Seller, subject to bankruptcy, insolvency and equitable-remedy limitations.

4.2 Title; Record Ownership; No Encumbrances

Seller is the sole record and beneficial owner of the Shares. Seller acquired the Shares on [DATE AND MANNER], has paid all consideration due for them, and has not transferred or agreed to transfer any interest in them. Except as listed on Schedule 2, the Shares are free of Encumbrances, and no person has asserted an adverse claim.

4.3 Compliance with Transfer Restrictions

Seller has provided complete copies of all Company Documents in Seller’s possession that bind the Shares or Seller’s transfer. The transaction does not breach any unwaived restriction, notice requirement, ROFR, co-sale right, lock-up, pledge, divorce order, marital property right, employment agreement or court order applicable to Seller or the Shares.

4.4 No Public Solicitation or Broker

Seller did not use general solicitation or public advertising to identify Purchaser and did not engage a broker, finder or placement agent except [NONE / IDENTIFY]. Seller is solely responsible for any fee arising from Seller’s engagement, and no such person has authority to bind the Company.

4.5 Information and Independent Decision

Seller has had access to information Seller considers relevant, has consulted advisers as Seller deems appropriate, and has decided independently to sell. Seller understands the Company’s value may increase after Closing and waives no claim based on fraud, intentional concealment or a breach of an express representation in this Agreement.

4.6 Taxes

Seller is responsible for Seller’s taxes arising from the transaction. Seller has not relied on the Company or Purchaser for tax advice, including as to capital gains, withholding, qualified small business stock, state residency or information reporting.

4.7 No Inside-Information Misuse

Seller is not effecting the sale in violation of a duty of trust or confidence, an insider-trading policy or Applicable Law. Seller has disclosed to counsel any Company-imposed trading window, blackout, information-barrier or confidentiality restriction relevant to the transaction.

5. Purchaser Representations and Warranties

Purchaser represents to Seller and the Company as of signing and Closing that:

5.1 Status; Authority; Enforceability

Purchaser has authority to enter into and perform this Agreement, and the transaction was duly authorized. Purchaser is acquiring for its own account, or for an identified account for which it has full investment authority, and not as an undisclosed nominee.

5.2 Investment Intent and Transfer Restrictions

Purchaser is acquiring the Shares for investment and not with a present view to an unlawful distribution. Purchaser understands the Shares are not registered under federal or state securities laws, may be restricted securities, may be illiquid indefinitely, and may be transferred only under a registration statement or an available exemption and in compliance with Company Documents.

5.3 Sophistication; Ability to Bear Risk

Purchaser has sufficient knowledge and experience to evaluate the transaction, can bear a complete loss, has had the opportunity to ask questions and obtain information directly from authorized Company representatives, and has engaged independent legal, tax and financial advisers as Purchaser considers necessary.

5.4 No Reliance on Company Participation

Purchaser understands the Company’s consent, ledger update or delivery of factual records does not constitute a recommendation, valuation, verification of Seller’s statements, investment advice or assurance of liquidity. Purchaser has not relied on any forecast, statement or assurance not expressly set forth in a written agreement signed by the person making it.

5.5 Eligibility; Compliance

Purchaser satisfies the investor-status and transfer-eligibility requirements identified in Exhibit B, is not a sanctioned person, will provide reasonably requested beneficial-ownership information, and will not use unlawful funds.

5.6 Brokers

Purchaser has not engaged a broker, finder or intermediary except [NONE / IDENTIFY]. Purchaser is responsible for any fee arising from Purchaser’s engagement and shall not seek payment from Seller or the Company.

6. Covenants

6.1 Further Assurances

Each party shall execute documents and take actions reasonably necessary to complete the transfer, correct a ledger or certificate error, evidence a valid exemption, or preserve the intended allocation of rights. No party must agree to a material economic change or provide an unqualified legal or tax opinion.

6.2 Confidentiality and Publicity

The transaction terms and nonpublic Company information are confidential. Disclosure is permitted to advisers bound by confidentiality, as legally required, or with Company consent. No party may use the Company’s name or announce the transaction without written approval, except for a legally required disclosure after reasonable advance notice where practicable.

6.3 Legends and Notices

Purchaser authorizes the Company to place securities-law and contractual legends or notices on the Shares and its records. Purchaser shall not request removal without evidence reasonably satisfactory to Company counsel that removal is lawful and consistent with all Company Documents.

6.4 No Company Duty to Facilitate Future Transfers

The Company has no obligation to provide a market, repurchase the Shares, register a future transfer, make Rule 144 information available beyond any legal obligation, or consent to a future transaction. Any future transfer remains subject to then-applicable law and Company Documents.

6.5 Cap Table and Record Cooperation

Seller and Purchaser shall promptly review the closing ledger excerpt and notify the Company of a clerical discrepancy. The Company’s stock ledger, as lawfully maintained and corrected, controls record ownership; private spreadsheets, platform screenshots and tax schedules do not independently establish record title.

7. Conditions to Closing

7.1 Mutual Conditions

Each party’s obligation to close is conditioned on: (a) all Required Approvals being effective; (b) no law or order prohibiting the transaction; (c) acceptance of the securities-law pathway by counsel responsible for the review; (d) accuracy of the other party’s representations in all material respects; and (e) delivery of the required closing documents.

7.2 Company-Specific Conditions

The Company’s obligation to register the transfer is conditioned on receipt of: (a) evidence reasonably satisfactory to the Company that the transfer complies with Applicable Law and Company Documents; (b) executed joinders and notices; (c) authentic and authorized transfer instructions; (d) tax, identity and beneficial-ownership information reasonably required by the Company or transfer agent; and (e) payment of any disclosed, lawful transfer-administration charge approved before signing.

7.3 Waiver

Only the party entitled to a condition may waive it, and no waiver binds the Company unless signed by an authorized Company representative. No waiver of a contractual restriction constitutes a waiver of securities law or other nonwaivable law.

8. Indemnification; Liability Allocation

8.1 Party Indemnities

Seller shall indemnify Purchaser and the Company for losses arising from Seller’s breach, Seller’s title defect, Seller’s broker obligation or Seller’s taxes. Purchaser shall indemnify Seller and the Company for losses arising from Purchaser’s breach, Purchaser’s broker obligation, unlawful source of funds, or Purchaser’s violation of assumed restrictions.

8.2 Procedures

An indemnified person shall give prompt notice of a third-party claim, permit the indemnifying party to control the defense with competent counsel, and reasonably cooperate. No settlement may impose liability, admission, restriction or nonmonetary relief on an indemnified person without its consent. Delay in notice reduces obligations only to the extent of actual prejudice.

8.3 Exclusive Remedy; Carve-Outs

[Except for fraud, intentional misconduct, equitable relief, title claims, confidentiality breaches, broker claims and obligations expressly stated to survive, indemnification is the parties’ exclusive post-Closing monetary remedy.] Counsel must select and conform any deductible, cap, survival period and fraud definition; silence is not a negotiated limitation.

9. Company Acknowledgment and Limited Joinder

The Company: (a) acknowledges receipt of this Agreement; (b) consents to and will register the transfer only after all Company conditions are satisfied; (c) makes no representation regarding price, investment merit, tax treatment, exemption availability or either party’s representations; (d) may rely on the closing documents without independent investigation absent actual knowledge of falsity; and (e) is an express third-party beneficiary of Sections 3.4, 5, 6, 7.2, 8 and 9. The Company does not become a buyer, seller, escrow agent, fiduciary, broker or guarantor.

10. Termination

This Agreement may be terminated before Closing by mutual written agreement; by either Seller or Purchaser if Closing has not occurred by [OUTSIDE DATE] without that party’s material breach; or by an affected party if a final order prohibits the transaction. Termination ends executory obligations except confidentiality, expense, governing-law, dispute and accrued-liability provisions. Escrowed funds and instruments shall be returned under the escrow instructions.

11. Miscellaneous

11.1 Expenses

Each party bears its own expenses. [Seller / Purchaser / the parties equally] shall pay the Company’s pre-approved incremental transfer-administration costs up to $[CAP]. No Company cost is payable unless disclosed before signing.

11.2 Notices

Notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, or email with confirmation, to the addresses on Schedule 3. A notice is effective when received, subject to stated cut-off times.

11.3 Assignment; Successors

No party may assign this Agreement without the others’ written consent, except Purchaser may assign to a disclosed Affiliate that executes all required joinders, remains eligible, and does not release Purchaser from liability. An attempted prohibited assignment is void to the extent permitted by law.

11.4 Entire Agreement; Amendments; Waivers

This Agreement, the closing documents and Company Documents constitute the entire agreement on this transaction. An amendment or waiver must be in writing signed by the affected parties and, if it affects Company rights or duties, by the Company.

11.5 Governing Law; Forum; Jury Waiver

This Agreement is governed by the laws of [STATE], without regard to conflicts rules, except that matters of the Company’s internal affairs are governed by its state of incorporation. The parties submit to exclusive jurisdiction in [COURTS]. EACH PARTY KNOWINGLY WAIVES TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11.6 Equitable Relief

A breach involving title, confidentiality, transfer restrictions or closing mechanics may cause irreparable harm. A party may seek specific performance or injunctive relief without proving inadequate monetary damages, subject to judicial discretion and any required bond.

11.7 Severability; Counterparts; Electronic Signatures

An invalid provision shall be modified to the minimum extent necessary or severed without invalidating the remainder. This Agreement may be signed in counterparts and electronically, each deemed an original.

11.8 No Third-Party Beneficiaries

Except for the Company rights stated in Section 9 and indemnified persons under Section 8, no person is a third-party beneficiary.

Signature Page

SELLER:
[SELLER LEGAL NAME]
By: ______________________________
Name: [●]
Title (if applicable): [●]
Date: [●]

PURCHASER:
[PURCHASER LEGAL NAME]
By: ______________________________
Name: [●]
Title: [●]
Date: [●]

COMPANY — LIMITED JOINDER:
[COMPANY LEGAL NAME]
By: ______________________________
Name: [●]
Title: [●]
Date: [●]

Schedules and Exhibits

Schedule 1 — Shares and Consideration

Schedule 2 — Restrictions, Rights and Required Approvals

Schedule 3 — Notice Details and Closing Contacts

Exhibit A — Seller Certificate

Attach the completed EF-092 seller ownership, authority and no-encumbrance certificate or a matter-specific equivalent approved by counsel.

Exhibit B — Purchaser Representations Letter

Attach the completed EF-093 purchaser suitability and investment representations letter or a matter-specific equivalent approved by counsel.

Exhibit C — Company Consent and Joinder Documents

Attach the completed EF-090 Company Consent and EF-091 Stockholder Agreement Joinder, together with all third-party waivers.

Website Posting README — Not Part of the Agreement

What this form is for

This practitioner master structures a founder, employee, investor or other stockholder’s negotiated sale of private-company shares to a qualified purchaser. It is designed for a company-consented transfer with a controlled delivery-versus-payment closing. It is not an issuer primary financing, a public tender offer, a company repurchase, an M&A sale of the company, or a substitute for securities and tax advice.

AI completion prompt

Completion checklist

• Reconcile the Shares to the authoritative stock ledger, certificates or book-entry notices, cap table, acquisition documents and vesting/repurchase status.
• Review every transfer restriction and obtain documentary evidence of notice, expiration, exercise, waiver or consent.
• Confirm that no pledge, marital right, divorce order, trust restriction, sanctions issue or broker relationship blocks closing.
• Obtain counsel’s written selection of the federal and state securities-law pathway; do not treat purchaser accreditation alone as sufficient.
• Confirm possession and delivery mechanics, legends, joinders and post-Closing ledger entries.
• Decide expressly whether any survival period, cap, deductible, fraud definition, non-reliance clause or exclusive remedy applies.
• Review tax withholding, reporting, seller basis, QSBS consequences and state/local treatment with tax advisers.
• Use a closing coordinator or escrow when funds and title cannot safely exchange simultaneously.

Three-pass quality review

Pass 1 — Deal integrity. Reconcile parties, share count, class, chain of title, price, consideration, approvals and closing sequence. Pass 2 — Legal architecture. Test securities, corporate, contractual, tax, sanctions, confidentiality, conflict and enforceability issues against current law and governing documents. Pass 3 — Execution quality. Confirm defined terms, cross-references, schedules, signatures, legends, joinders, funds flow and post-Closing stock-ledger evidence.

Attorney-review warning

Private secondary sales can create severe securities, tax, fiduciary, confidentiality, employment and capitalization consequences. This form is an educational drafting aid and must be tailored and approved by qualified counsel. No generic form can determine whether a resale exemption is available or whether a transfer is permitted.