Stock Purchase Agreement — Buyer-Protective Extended Form

For Informational Purposes Only

Buyer-side private corporation share acquisition agreement with cap-table coordination, holder transfer mechanics, comprehensive representations and warranties, indemnification framework, and post-closing adjustment provisions. Form ID FMA-010 · Version 1.0.0

Download Template (.docx)

Matter Completion Sheet — Not Part of the Agreement

Complete every row before releasing an execution copy. Enter the selected term, document, amount, date, owner, or approval in the final column. Never leave a row blank. If an item does not apply, enter “N/A” and the reason. A checked drafting box confirms input completion only; it is not legal approval.

A. Parties, ownership, authority, and structure

Status	Required completion	Matter-specific input, owner, or approval
☐	Confirm Buyer, Company, each Seller, Seller Representative, legal names, entity types, jurisdictions, authority, capacity, contact details, and signature mechanics.	[COMPLETE]
☐	Reconcile the charter, stock ledger, cap table, certificates and book entries, options, warrants, restricted equity, SAFEs, notes, voting, drag-along, ROFR/co-sale, investor-rights, and side-letter provisions; identify every owner, lien, consent, waiver, and notice.	[COMPLETE]
☐	Confirm whether Buyer acquires all outstanding shares, specified classes, a control block, or selected holders; analyze minority rights, holdouts, securities law, transfer restrictions, contractual consents, tax, and whether a merger structure is safer.	[COMPLETE]
☐	Select simultaneous or deferred Closing; map signing, support or joinder agreements, stockholder actions, regulatory filings, financing, third-party consents, interim covenants, Outside Date, termination, and Closing release.	[COMPLETE]

B. Consideration, allocation, and founder outcomes

Status	Required completion	Matter-specific input, owner, or approval
☐	Approve enterprise value and bridge to equity value: Cash, Debt, Transaction Expenses, Target Working Capital, escrows, holdbacks, representative fund, seller note, rollover, and each included or excluded line without double counting.	[COMPLETE]
☐	Attach the Purchased Shares schedule and fully diluted capitalization; reconcile class, series, certificate or book-entry number, basis, holding period, transfer chain, option exercise, restricted stock, and seller allocation.	[COMPLETE]
☐	Separate share consideration from founder or management employment, retention, consulting, restrictive covenant, release, rollover, earnout, buyer equity, debt repayment, and expense reimbursement; review allocation, disclosure, approval, and Tax effects.	[COMPLETE]
☐	Obtain Tax advice on Sections 1202/QSBS, 1045, 280G, 409A, 338(h)(10), 336(e), 453/453A, withholding, payroll, state conformity, transfer Taxes, earnout, escrow, rollover, and purchase-price allocation.	[TAX COUNSEL / DATE]

C. Diligence, disclosures, and Closing record

Status	Required completion	Matter-specific input, owner, or approval
☐	Complete Company and Seller Disclosure Schedules; reconcile them to the final data-room index, cap table, minute books, financials, contracts, diligence reports, representation matrix, and schedule-update process.	[COMPLETE]
☐	Complete IP/PIIA/open-source/AI, privacy/cyber, Tax, employment/benefits, trade, permits, regulatory, real estate, environmental, product, insurance, customer, supplier, revenue-quality, related-party, and founder diligence.	[COMPLETE]
☐	Complete stock powers or electronic transfer instructions, certificate affidavits, payoff and lien releases, option/warrant treatment, consents, notices, resignations, releases, Tax forms, 280G process, D&O tail, privilege, and records access.	[COMPLETE]
☐	Finalize Closing checklist, verified funds flow, consideration schedule, wire callbacks, payment or escrow agent, certificates, final data-room archive, signature release, and post-Closing calendar.	[COMPLETE]

D. Risk allocation and remedies

Status	Required completion	Matter-specific input, owner, or approval
☐	Select Company and Seller representation scope, Knowledge Persons, MAE, bring-down, materiality scrape, schedule updates, non-reliance, Fraud, survival, basket, cap, special indemnities, sandbagging, and several versus joint liability.	[COMPLETE]
☐	Select traditional indemnity, RWI, or hybrid recourse; map retention, policy exclusions, subrogation, recovery order, escrows, setoff, third-party claims, direct claims, and seller maximums.	[COMPLETE]
☐	Select purchase-price adjustment procedure, accounting hierarchy, sample calculation, earnout operations, rollover protections, seller-note terms, security, subordination, dispute forum, and self-executing remedies.	[COMPLETE]
☐	Confirm regulatory and financing allocation, no financing condition, specific performance, reverse fee or guaranty if applicable, interim consent protocol, clean teams, and buyer-caused-condition protection.	[COMPLETE]

E. Review and release control

Status	Required completion	Matter-specific input, owner, or approval
☐	Corporate lead completed bracket, election, defined-term, cross-reference, stock-transfer, capitalization, seller-allocation, schedule, exhibit, signature, funds-flow, and Closing-condition checks.	[LAWYER / DATE]
☐	Required specialists approved their sections: Tax; benefits; employment; antitrust; CFIUS; securities; IP; privacy; cyber; environmental; real estate; and industry regulation.	[LAWYER(S) / DATE OR N/A—REASON]
☐	Founder-impact and seller-enforceability review completed; buyer protections are necessary, specific, obtainable, administrable, and consistent with the price, diligence record, RWI, and Closing process.	[LAWYER / DATE]
☐	Execution copy released only after open items are resolved or listed in a written release memorandum approved by the responsible lawyer.	[RELEASED BY / DATE / VERSION]

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is entered into as of [DATE] by and among [BUYER], a [JURISDICTION] [ENTITY TYPE] (“Buyer”), [TARGET COMPANY], a [JURISDICTION] corporation (the “Company”), each Person listed as a seller on Schedule A (each, a “Seller” and collectively, the “Sellers”), and [SELLER REPRESENTATIVE], solely in the representative capacity stated below (the “Seller Representative”).

Recitals

A. The Sellers own the shares of Company capital stock identified opposite their names on Schedule A (the “Purchased Shares”).

B. Buyer wishes to purchase, and each Seller wishes to sell, that Seller’s Purchased Shares on the terms of this Agreement, so that at Closing Buyer will own [all issued and outstanding Company capital stock / SPECIFIED OWNERSHIP].

C. The parties intend the purchase to be treated for U.S. federal income Tax purposes as [a taxable purchase of stock / an acquisition for which an election under Section 338(h)(10) or 336(e) of the Code will be made / OTHER TREATMENT], subject to Tax counsel’s approval.

The parties agree as follows.

1. Definitions and Interpretation

1.1 Selected definitions

“Aggregate Purchase Price” means $[BASE EQUITY VALUE], plus Closing Cash, minus Closing Debt, minus Transaction Expenses, plus or minus the Working Capital Adjustment, and plus or minus any other item expressly stated in Exhibit A, without duplication.

“Business Day” means a day other than Saturday, Sunday, or a day on which commercial banks in [NEW YORK, NEW YORK] are authorized or required to close.

“Closing Cash” means unrestricted cash and cash equivalents of the Company as of the Measurement Time, calculated under Exhibit A and excluding identified restricted, trapped, fiduciary, customer, and similar cash except as expressly included there.

“Closing Debt” means indebtedness and debt-like obligations of the Company at the Measurement Time in the categories listed in Exhibit A, including accrued interest, prepayment premiums, capital leases, deferred purchase price, declared but unpaid distributions, and employer payroll Taxes on transaction payments, but excluding items counted in Net Working Capital or Transaction Expenses.

“Company Securities” means all Company capital stock and every option, warrant, restricted stock unit, restricted share, SAFE, note, convertible security, phantom right, promised grant, or other right measured by, convertible into, or exercisable for Company equity or transaction value.

“Disclosure Schedules” means the Company and Seller disclosure schedules delivered with this Agreement. A disclosure qualifies another representation only when its relevance is reasonably apparent on its face. A scheduled item does not expand a representation or create a covenant.

“Fraud” means actual common-law fraud under the governing law committed by the Person against whom relief is sought in making an express representation in this Agreement; it excludes constructive or equitable fraud, negligent misrepresentation, and imputed fraud, except where nonwaivable law requires otherwise.

“Knowledge” means the actual knowledge of the individuals listed on Schedule 1.1 after reasonable inquiry of employees responsible for the subject and reasonable review of records those individuals ordinarily use. Seller ownership representations are made by each Seller based on that Seller’s actual knowledge only where expressly qualified.

“Losses” means losses, liabilities, damages, judgments, settlements, penalties, fines, interest, and reasonable external costs, subject to Section 10.6. It excludes punitive, exemplary, remote, speculative, or multiple-of-earnings damages except to the extent paid to a third party or expressly included in a special indemnity.

“Material Adverse Effect” means an event or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the Company’s business, assets, liabilities, financial condition, or results, taken as a whole. It excludes general economic, financial-market, industry, legal, geopolitical, epidemic, cybersecurity-threat, natural-disaster, announcement, and performance effects, except for materially disproportionate effects relative to comparable businesses; underlying causes may be considered. The parties must conform the definition to negotiated duration, prospects, customer-loss, and disproportionate-effect terms.

“Measurement Time” means [11:59 p.m. on the day before Closing / immediately before Closing], consistently applied to all price components.

“Net Working Capital” means current assets minus current liabilities in the accounts listed in Exhibit A, calculated under its hierarchy and excluding Cash, Debt, Transaction Expenses, deferred Taxes, purchase-accounting effects, and any item counted elsewhere.

“RWI Policy” means Buyer’s representation-and-warranty insurance policy identified on Schedule 1.1, including its binder, retention, exclusions, subrogation restrictions, and no-recourse terms.

“Seller Pro Rata Share” means the percentage for a Seller on Schedule A, calculated from the consideration otherwise distributable to all Sellers under the certified allocation before withholding but after class, series, and exercise-price adjustments, unless another allocation is expressly stated for a particular obligation.

“Transaction Expenses” means unpaid transaction fees, change-in-control payments, bonuses, employer payroll Taxes, and other items expressly assigned to the Sellers or Company in Exhibit A and not counted as Debt or Net Working Capital.

1.2 Interpretation and hierarchy

“Including” means including without limitation; “or” is inclusive; a law includes amendments and implementing rules in effect at the relevant time; and a Person includes permitted successors. Days are calendar days unless stated as Business Days. Times are [EASTERN TIME], and currency is U.S. dollars. The parties jointly negotiated this Agreement, and no presumption applies against its drafter.

The Agreement body controls over Schedules and Exhibits unless expressly stated otherwise. Exhibit A controls calculations; Schedule A controls Seller-level ownership and allocation; the escrow agreement controls the escrow agent’s duties; and a seller note controls its payment mechanics. No schedule overrides the share-transfer requirement or adds a Seller obligation not expressly stated here.

2. Purchase and Sale of Shares

2.1 Sale and transfer

At Closing, each Seller will sell, assign, transfer, convey, and deliver to Buyer, and Buyer will purchase from that Seller, the Purchased Shares listed opposite that Seller’s name on Schedule A, free of liens other than restrictions under securities laws and the Company’s governing documents that terminate upon the transfer. Buyer will pay the consideration allocated to that Seller under this Agreement.

2.2 Schedule A and ownership reconciliation

Schedule A must state, for each Seller and Purchased Share block: legal name and address; class and series; number of shares; certificate or book-entry identifier; acquisition date and basis if supplied; vesting or repurchase status; liens; consideration allocation; escrow and representative-fund share; withholding; wire or payment method; and Pro Rata Share. Company counsel and an authorized officer will certify Schedule A against the stock ledger, capitalization records, charter, transfer history, and transaction documents. A correction procedure must distinguish ownership corrections from negotiated purchase-price changes.

2.3 Certificates, book entries, and stock powers

Each Seller will deliver certificates duly endorsed or accompanied by stock powers, or electronic transfer instructions acceptable under the Company’s records and applicable law. A lost certificate may be replaced by an affidavit and indemnity in the agreed form; a bond may be required only where reasonably necessary based on the value and risk. Delivery transfers only the Purchased Shares and does not itself impose a release, representation, or covenant beyond this Agreement.

2.4 Treatment of remaining securities

Before Closing, the Company and Sellers will take the actions on Schedule 2.4 to exercise, cash out, cancel, accelerate, assume, substitute, convert, repay, or preserve each option, warrant, restricted award, SAFE, note, phantom right, and other Company Security. The schedule must address exercise price, vesting, 409A, payroll, securities law, promised awards, fractional interests, repurchase rights, and instruments held by non-Sellers. Buyer will not be required to close with an undisclosed outstanding equity right.

2.5 Withholding

Buyer, the Company, and any payment agent may deduct Taxes required by law. Except for compensatory payments or missing requested Tax forms, Buyer will give the affected Seller reasonable advance notice and cooperate in good faith to reduce or eliminate withholding legally. Timely remitted amounts are treated as paid to the Seller.

2.6 No assumption of personal obligations

The purchase of shares does not cause Buyer to assume a Seller’s personal Tax, contractual, fiduciary, or other obligation except as this Agreement expressly states. The Company remains responsible for its liabilities after Closing, subject to the purchase-price and indemnity allocations agreed here.

3. Purchase Price and Adjustment

3.1 Estimated Closing Statement

At least [five] Business Days before Closing, the Company will deliver a good-faith Estimated Closing Statement applying Exhibit A, with supporting ledgers, bank evidence, payoff letters, invoices, payroll calculations, and a draft allocation. Buyer may comment, and the Company will consider comments in good faith. The final estimate used for Closing remains subject to post-Closing adjustment.

3.2 Closing payments

Buyer will pay the estimated Aggregate Purchase Price through the verified funds flow: direct payoff of Closing Debt and Transaction Expenses; deposits into the adjustment, indemnity, special, or retention escrows and representative fund; payments to Sellers or the payment agent; and issuance of rollover, note, or other expressly agreed consideration. Each item must appear once, and changed wires require independent callback verification.

3.3 Final Closing Statement

Within [90] days after Closing, Buyer will deliver its final calculation with reasonable supporting detail. Seller Representative has [30] days to object, identifying each disputed item, amount, reason, and proposed correction. Unobjected items become final. Buyer will provide reasonable access to relevant work papers and personnel, subject to privilege, cybersecurity, and ordinary confidentiality protections.

3.4 Dispute resolution

The parties will attempt for [20] days to resolve disputes, then submit only remaining accounting items to [INDEPENDENT ACCOUNTING FIRM]. The expert acts as expert, not arbitrator; applies Exhibit A; may not select an amount outside the parties’ positions; and may not decide legal liability or indemnity. Fees are allocated proportionately to unsuccessful positions. Final amounts are paid within [five] Business Days from adjustment escrow first and then by the responsible party, subject to the selected cap.

3.5 Accounting hierarchy; no double counting

Calculations follow, in descending order: express definitions and line-item rules in Exhibit A; its sample calculation; the Company’s historical policies consistently applied; and GAAP only where the first three do not resolve the issue. No asset, liability, reserve, Tax, benefit, receipt, or expense may be counted twice or shifted between Debt, Transaction Expenses, Working Capital, or indemnity. Buyer bears purchase-accounting and post-Closing operating effects.

3.6 Earnout, rollover, and seller note

Any earnout must include objective metrics, consistent accounting, reporting, access, dispute, acceleration, change-of-control, setoff, and anti-avoidance terms in Exhibit B. Rollover equity must specify issuer, class, economics, dilution, governance, transfer, repurchase, liquidity, securities-law, and Tax terms. A seller note must specify principal, interest, maturity, amortization, security, guaranty, subordination, default, acceleration, setoff, and amendment rights. No ancillary consideration reduces the purchase price unless expressly shown in Exhibit A.

4. Representations and Warranties of the Company

Except as disclosed in the Company Disclosure Schedules, the Company represents to Buyer as of signing and, subject to Section 9.2, Closing as follows.

4.1 Organization, power, and subsidiaries

The Company is duly organized, validly existing, and in good standing where applicable. It has power to own its assets and operate its business and is qualified where failure would reasonably be expected to be material. Schedule 4.1 lists every subsidiary, jurisdiction, equity ownership, and assumed name. Complete governing documents, material minute-book records for [three] years, and required status evidence have been delivered.

4.2 Authorization and enforceability

The Company has taken all corporate action required for its execution and performance of this Agreement and the transaction documents to which it is a party, subject only to actions expressly listed on Schedule 4.2. Those documents are valid and binding obligations, subject to bankruptcy, insolvency, and equitable-remedy limitations.

4.3 Capitalization

Schedule 4.3 states the authorized, issued, outstanding, reserved, and treasury shares by class and series; each record and beneficial holder; vesting and repurchase status; and every option, warrant, award, SAFE, note, convertible instrument, phantom right, promised grant, or other Company Security. All outstanding shares were duly authorized, validly issued, fully paid, and nonassessable. Except as scheduled, there is no obligation to issue, redeem, repurchase, register, vote, or restrict transfer of a Company Security, and no unpaid dividend or distribution. The stock ledger and Schedule A accurately reflect ownership, subject to the stated exceptions.

4.4 No conflict and consents

Execution and performance do not violate the Company’s governing documents, applicable law, or a Material Contract, or create a lien or termination, acceleration, payment, consent, or notice right, except as stated on Schedule 4.4 and except for matters not reasonably expected to be material. Required governmental and third-party consents, notices, waivers, and filings are listed there.

4.5 Financial statements and records

Schedule 4.5 contains the [audited/reviewed/management-prepared] financial statements for the stated periods. They were prepared from the books and records, consistently apply the disclosed accounting basis, and fairly present in all material respects the financial position and results for the periods, subject in interim statements to normal year-end adjustments and omitted notes. The Company maintains records and internal procedures reasonably sufficient for a private company of its size and stage; no public-company controls representation is implied.

4.6 Undisclosed liabilities; receivables; working capital

The Company has no liability required to be reflected on a balance sheet under the accounting basis used in the Financial Statements except liabilities reflected or reserved there, incurred in the ordinary course since the balance-sheet date, arising under executory contracts other than breach, incurred for the transaction, or disclosed. Receivables arose from bona fide transactions and are subject only to recorded reserves. Working-capital accounts have been maintained consistently in all material respects.

4.7 Absence of specified changes

Since [DATE], no Material Adverse Effect has occurred. Except as scheduled, the Company has operated in the ordinary course in all material respects and has not taken an action listed in the interim operating covenant that would have required Buyer’s consent had it occurred after signing.

4.8 Assets and real property

The Company has good title to, or a valid lease or license for, its material tangible assets, free of liens other than permitted liens. Schedule 4.8 lists leased real property and material personal-property leases. The assets and contract rights available to the Company are sufficient in all material respects to operate the business as currently operated, subject to ordinary replacements and expressly identified shared or founder-owned assets.

4.9 Material Contracts

Schedule 4.9 lists contracts meeting the negotiated categories and thresholds, including top customer and supplier, debt, real-property, IP, data, AI, privacy, distribution, reseller, exclusivity, most-favored terms, noncompetition, change-of-control, related-party, government, settlement, acquisition, and unusual indemnity contracts. Each is valid and binding, subject to enforceability limitations, and neither the Company nor, to Knowledge, the counterparty is in material breach. The Company has not received unresolved written notice of termination or material default.

4.10 Customers, suppliers, and revenue quality

Schedule 4.10 lists customers and suppliers above the agreed thresholds and any written termination, material reduction, dispute, refund, credit, rebate, service-level, concentration, channel, renewal, or side-letter matter. Any ARR, ACV, pipeline, backlog, bookings, usage, churn, or similar metric supplied to Buyer is calculated under the methodology attached to the schedule and is not represented as a forecast.

4.11 Intellectual property

Schedule 4.11 lists registered and material Company-owned intellectual property, inbound and outbound licenses, assignments, domains, social accounts, and unresolved claims. The Company owns or validly uses the IP material to its current business. Each founder, employee, and contractor who created material Company IP executed an enforceable confidentiality and invention-assignment agreement, subject to scheduled exceptions. To Knowledge, current operation does not materially infringe another Person’s enforceable rights, and no Person materially infringes Company-owned rights. Registered rights have been maintained in all material respects.

4.12 Open source, AI, data, and technology

Schedule 4.12 identifies material open-source components and reciprocal, source-disclosure, attribution, patent, or network-use obligations; material AI models, training and evaluation datasets, generated content, and third-party model services; and material technology dependencies. The Company has not knowingly used code, content, data, or model output in a manner that materially requires disclosure or licensing of proprietary source code beyond disclosed obligations. Policies and controls for authorized acquisition, access, model use, code review, security, provenance, and vendor terms are reasonably appropriate to the Company’s size and operations.

4.13 Privacy and cybersecurity

During the lookback period, the Company has materially complied with applicable privacy and cybersecurity laws, binding contracts, and published notices. It maintains safeguards reasonably appropriate to its data and operations. Schedule 4.13 lists material incidents, notices, investigations, claims, audits, and unresolved remediation. To Knowledge, no unauthorized access or acquisition requiring unmade notice has occurred. The share sale does not itself prohibit continued lawful use of data as used before Closing, subject to required notices and consents.

4.14 Personnel and labor

Schedule 4.14 lists employees and individual contractors, location, classification, compensation, accrued paid time off, leave, work authorization, bonus, commission, severance, change-in-control rights, and outstanding offers. The Company has materially complied with employment laws, paid compensation due, and is not party to a collective-bargaining agreement except as scheduled. Schedule 4.14 identifies pending or threatened organizing, classification, wage-hour, restrictive-covenant, immigration, or mass-layoff matters reasonably expected to be material.

4.15 Benefits; 280G; 409A

Each material benefit plan and amendment has been provided and is listed on Schedule 4.15. Tax-qualified plans are intended to qualify and have no known disqualifying defect. No plan is a multiemployer, multiple-employer, defined-benefit, or retiree-welfare plan except as scheduled. Potential Sections 280G and 409A arrangements are listed. Required calculations, waivers, votes, amendments, and termination actions must be completed with specialist counsel; no individual Tax result is guaranteed.

4.16 Taxes

The Company has timely filed material Tax returns required to be filed and paid material Taxes due, subject to permitted extensions and scheduled contests. Returns are correct in all material respects. The Company has withheld and remitted material payroll and information-reporting Taxes; has no Tax lien other than permitted liens; and has not entered a listed transaction, waived an unexpired limitations period, or received an unresolved written assessment except as scheduled. Schedule 4.16 identifies audits, nexus, remote-work, Tax-sharing, deferred revenue, elections, and claimed Section 1202 status. No representation guarantees QSBS status to a Seller.

4.17 Compliance, permits, and trade controls

During the lookback period, the Company has materially complied with applicable laws and permits and has not received unresolved written notice of a material violation. It holds permits material to current operation. Schedule 4.17 identifies material matters involving anti-bribery, sanctions, export controls, import, government contracting, consumer protection, healthcare, financial services, artificial intelligence, or other industry-specific regulation.

4.18 Litigation and orders

Schedule 4.18 lists pending written claims, actions, arbitrations, investigations, and orders involving the Company and, to Knowledge, threatened matters reasonably expected to be material. The Company is not subject to an order materially restricting current operations.

4.19 Insurance

Schedule 4.19 lists material policies, limits, deductibles, carriers, periods, claims, reservations, denials, and cancellation notices. Policies are in effect and premiums due have been paid. No unresolved written notice denies coverage for a disclosed material claim, subject to policy terms.

4.20 Product, environmental, and regulatory matters

Material products and services materially conform to applicable written specifications, warranties, and laws, subject to scheduled claims, refunds, credits, recalls, or service obligations. The Company has not released hazardous material or incurred environmental liability reasonably expected to be material, except as scheduled. Industry-specific representations apply only after specialist review and only as stated on Schedule 4.20.

4.21 Related parties; brokers; workplace matters

Schedule 4.21 lists material transactions with founders, directors, officers, holders of [5%] or more, and their immediate family or controlled entities, other than ordinary compensation and benefits. No broker or finder is owed a fee for which Buyer or the Company is liable except as scheduled. Schedule 4.21 identifies substantiated or pending allegations during the lookback period involving sexual harassment, discrimination, retaliation, or comparable misconduct by a founder, director, or officer, subject to lawful confidentiality and privilege.

4.22 Full disclosure and exclusivity

No representation is made beyond this Article, Article 5, and a certificate that expressly repeats them. [SELECT: No express representation contains an untrue material fact or omits a material fact necessary to make it not misleading in context / Delete this full-disclosure representation and rely on enumerated representations.] The parties must not combine a broad full-disclosure clause with an inconsistent non-reliance structure without stating which controls.

5. Representations and Warranties of Each Seller

Each Seller represents severally, solely as to that Seller, as follows.

5.1 Capacity, authority, and enforceability

The Seller has legal capacity and authority to execute and perform this Agreement and the transaction documents that Seller signs. If the Seller is an entity or trust, required organizational, fiduciary, trustee, beneficiary, spouse, or other approval is listed on Schedule 5.1. This Agreement is binding on the Seller, subject to bankruptcy, insolvency, and equitable-remedy limitations.

5.2 Ownership and title

The Seller is the record and beneficial owner of the Purchased Shares listed for that Seller on Schedule A, free of liens other than those listed on Schedule 5.2 and restrictions that terminate at Closing. The Seller has not transferred, pledged, promised, or granted another Person a right to acquire or vote those shares except as scheduled. At Closing, Buyer receives valid title to those Purchased Shares free of such liens.

5.3 No conflict and litigation

The Seller’s execution and performance do not violate an agreement, order, marital-property right, trust instrument, or law applicable to that Seller in a manner that prevents the transfer, except as scheduled. No proceeding is pending or, to the Seller’s actual knowledge, threatened that challenges that Seller’s authority, ownership, or transfer.

5.4 Brokers and Seller information

No broker or finder is owed a fee by reason of that Seller’s arrangement for which Buyer or the Company is liable except as scheduled. Information about the Seller, ownership, payment directions, accreditation, Tax status, and residence supplied for Schedule A or Closing is correct in all material respects. This statement does not make the Seller responsible for Company information the Seller did not provide.

5.5 No other individual representations

Except for Sections 5.1 through 5.4 and any expressly identified individual restrictive covenant or release, a Seller does not represent the Company’s business, records, projections, compliance, or another Seller. A founder’s operational role does not by itself create individual liability for a Company representation.

6. Representations and Warranties of Buyer

6.1 Organization, power, and authorization

Buyer is duly organized, validly existing, and in good standing where applicable, has power to execute and perform this Agreement, and has taken all required entity action. This Agreement is a valid and binding obligation of Buyer, subject to bankruptcy, insolvency, and equitable-remedy limitations.

6.2 No conflict and approvals

Buyer’s execution and performance do not violate its governing documents, applicable law, or a contract binding on Buyer in a manner reasonably expected to prevent or materially delay Closing. Required governmental approvals and filings are listed on Schedule 6.2.

6.3 Funds; investment intent

At Closing, Buyer will have immediately available funds sufficient to make every Buyer-funded payment. Its obligation is not subject to financing. Buyer acquires the Purchased Shares for investment for its own account and not with a present unlawful distribution plan and has sufficient sophistication to evaluate the investment, without limiting reliance on express representations.

6.4 Solvency and litigation

Assuming the Company and Seller representations are accurate in all material respects and the estimates supplied for the funds flow are reasonable, consummation will not render Buyer or the Company insolvent. No proceeding or order involving Buyer would reasonably be expected to prevent or materially delay Closing.

6.5 Brokers

No broker, finder, or investment banker is owed a fee by reason of Buyer’s arrangement for which a Seller or the Company is liable.

6.6 Independent investigation; RWI

Buyer is sophisticated and has conducted the investigation it considers appropriate. It relies only on express representations in Articles 4 and 5 and certificates expressly repeating them, not projections, estimates, management presentations, or implied matters, without limiting narrowly defined Fraud. If RWI applies, Buyer has delivered the substantially final binder and will maintain the subrogation waiver for Sellers and Company-related Persons except Fraud by the Person against whom subrogation is sought. Coverage failure does not expand Seller liability.

7. Pre-Closing Covenants

7.1 Access and data-room record

Before Closing, the Company will provide reasonable access during normal business hours for completing diligence and integration planning, subject to law, privilege, cybersecurity, contractual restrictions, and business continuity. Buyer may not contact customers, suppliers, employees, or regulators without Company consent. Clean-team protocols may protect competitively sensitive information. The parties will preserve a final read-only data-room index and archive, with changes after signing identified.

7.2 Interim operations and consent protocol

The Company will operate in the ordinary course in all material respects, preserve material relationships, and not take the actions listed on Schedule 7.2 without Buyer consent, not unreasonably withheld, conditioned, or delayed except for matters expressly designated as Buyer-controlled. Consent requests state the action, rationale, amount, and response deadline. Nothing requires violation of law, breach of contract, waiver of privilege, extraordinary expenditure, or unlawful pre-Closing control. Emergency actions to protect persons, data, or material assets are permitted with prompt notice.

7.3 Exclusivity

From signing to termination, the Company and Sellers will not solicit, knowingly encourage, or negotiate an Acquisition Proposal or provide nonpublic information for one and will terminate existing discussions, subject to any fiduciary exception specifically stated on Schedule 7.3. They will notify Buyer of a qualifying proposal and its material terms as scheduled. The no-shop must not prohibit ordinary customer, financing, hiring, or commercial activity unrelated to a sale.

7.4 Approvals, consents, and transfer actions

The Company and Sellers will obtain the approvals, waivers, and consents assigned to them on Schedule 7.4 and complete stock powers, book-entry instructions, lien releases, option and warrant actions, and notices. Buyer will obtain approvals assigned to it and provide information required for seller or Company notices. No party guarantees a third-party consent unless the agreement expressly assigns that risk as a condition or special indemnity.

7.5 Regulatory efforts

Each party will make required filings and use [REASONABLE BEST EFFORTS / SPECIFIED STANDARD] to obtain approvals. Buyer controls strategy after consultation, keeps the Company informed, and bears filing fees [and the specific remedies listed on Schedule 7.5]. No party must disclose privileged material; clean-team or counsel-only procedures will be used where appropriate. Buyer may not extend a waiting period or withdraw a filing in a manner reasonably likely to delay Closing beyond the Outside Date without Seller Representative consent.

7.6 Employee, benefit, and equity matters

The Company will take only the pre-Closing plan, award, payroll, bonus, severance, and 280G actions on Schedule 7.6. Buyer will provide the compensation, service credit, transition, offer-letter, retention, or benefit treatment stated there. Individual employment, consulting, rollover, restrictive-covenant, or release agreements are separate. The transaction is not conditioned on a Person signing one unless Article 9 expressly says so and the condition is not used to reprice the Purchased Shares.

7.7 Publicity and communications

The parties will agree on the initial announcement and coordinate material external communications, subject to law. Buyer may not use a founder’s name, likeness, quotation, or endorsement without written approval. The Company controls pre-Closing employee, customer, and supplier communications after reasonable consultation, except urgent or legally required communications.

7.8 Financing cooperation

If Buyer uses acquisition financing, the Company will provide customary, reasonably requested cooperation at Buyer’s expense without incurring unreimbursed liability, signing an instrument effective before Closing, providing a solvency opinion, preparing unavailable information, or materially interfering with operations. Buyer will indemnify Company-related Persons for cooperation losses except bad faith or willful misconduct. Financing remains Buyer’s risk.

7.9 Disclosure updates

The Company and Sellers will promptly supplement Disclosure Schedules for material post-signing changes or discovered inaccuracies. A supplement does not cure breach or alter a condition unless Buyer accepts it in writing. If Buyer closes with actual knowledge and no reservation, the parties must select whether the matter supports a post-Closing claim. Buyer-consented actions do not breach the interim covenant solely because of the action.

8. Post-Closing Covenants

8.1 D&O protection and tail

For [six] years after Closing, Buyer will cause the Company to honor pre-Closing exculpation, indemnification, and advancement rights to the fullest extent permitted by law and not amend governing provisions adversely. The Company may purchase a prepaid [six]-year D&O tail on terms no less favorable than existing coverage, subject to a premium cap of [300%] of current annual premium. Protected persons are intended third-party beneficiaries.

8.2 Books, records, and cooperation

Buyer will preserve pre-Closing records for [seven] years or the longer period required by law and provide Sellers and Seller Representative reasonable access for Tax, appraisal, indemnity, audit, or legal matters, subject to privilege, confidentiality, cybersecurity, and non-disruption. A requesting party bears reasonable external costs.

8.3 Transaction privilege

Privilege over communications among the Company, Sellers, Seller Representative, and [SELLER COUNSEL] principally concerning negotiation or consummation of the transaction belongs after Closing to Seller Representative for the Sellers, to the extent permitted by law. Buyer and the Company will not access or waive them. Operational advice remains with the Company. The final archive will segregate privileged transaction materials, and the conflicts waiver applies only after informed review.

8.4 Restrictive covenants and releases

Any noncompetition, nonsolicitation, no-hire, confidentiality, invention, or release obligation must be stated in an identified agreement, limited to a protectable interest, geography, activity, persons, and period enforceable under applicable law, and supported by stated consideration. The Company retains ordinary trade-secret and confidential-information protection. A Seller release excludes transaction rights, unpaid compensation, vested benefits, D&O indemnification and insurance, and nonwaivable claims. Specialist employment review is required.

8.5 Further assurances

Each party will execute reasonable instruments needed to confirm the share transfer and transaction without changing economics or expanding liability. Buyer will cause prompt release of escrow, reserves, liens, guaranties, and unclaimed funds when their conditions expire.

9. Closing Conditions, Deliverables, and Termination

9.1 Mutual conditions

The parties’ obligations are subject to expiration or termination of listed waiting periods, receipt of identified governmental approvals, absence of a final nonappealable order prohibiting Closing, and completion of any approval or consent expressly made a mutual condition. No unlisted diligence preference is a Closing condition.

9.2 Buyer conditions

Buyer’s obligation is subject to: Company and Seller fundamental representations being true in all material respects [except de minimis capitalization inaccuracies]; other representations satisfying the negotiated bring-down standard; Company and Sellers performing covenants in all material respects; absence of a continuing Material Adverse Effect; Sellers tendering the minimum or all Purchased Shares required; and delivery of items on Schedule 9.2. A deliverable is not a condition unless expressly listed. Buyer may not rely on a failure it materially caused.

9.3 Company and Seller conditions

Their obligation is subject to Buyer representations being true in all material respects; Buyer performing covenants in all material respects; Buyer funding the full funds flow and delivering the instruments on Schedule 9.3; and required Buyer approvals. Financing is not an additional condition.

9.4 Closing deliverables

The deliverables schedules must assign each item, responsible party, form, due date, approval status, and whether it is a condition, covenant, administrative item, or post-Closing undertaking. Typical items include stock powers, certificates or affidavits, secretary and officer certificates, payoff letters, lien releases, resignations, consents, Tax forms, escrow or payment-agent agreements, 280G materials, restrictive-covenant or employment instruments, legal opinions if expressly required, D&O tail evidence, and the final funds flow.

9.5 Termination

Before Closing, this Agreement may be terminated by mutual written consent; by either side if Closing has not occurred by [OUTSIDE DATE], subject to regulatory extension; by either side after a final nonappealable prohibition; or by a nonbreaching side for an uncured breach causing a condition failure after [20] Business Days’ notice. No party may terminate for a circumstance principally caused by its material breach. Schedule 9.5 states any superior-proposal fee, reverse fee, limited guaranty, financing consequence, or specific-performance condition.

9.6 Effect and equitable relief

Termination ends obligations except confidentiality, expenses, publicity, governing law, dispute resolution, financing-source terms, and provisions stated to survive; it does not release Willful Breach or Fraud. Irreparable harm may result from breach, and equitable relief may be available without bond, subject to negotiated financing and remedy limitations. “Willful Breach” requires an act or omission the breaching party knew would materially breach this Agreement.

10. Indemnification and Remedies

10.1 Indemnification by Sellers

Subject to this Article, after Closing the Sellers will indemnify Buyer, the Company, and their specified affiliates from Losses arising from: breach of a Company representation; breach of the indemnifying Seller’s representation; breach of a pre-Closing Company covenant or a Seller covenant; unpaid Seller-allocated Taxes; inaccuracy in the certified capitalization or allocation; Closing Debt or Transaction Expenses not included in the final price; and the Special Matters on Schedule 10.1. The agreement must state whether Company-representation liability is allocated by Pro Rata Share or only from escrow/RWI and must not imply joint liability if several liability is intended.

10.2 Indemnification by Buyer

Buyer will indemnify Sellers and Seller Representative from Losses arising from breach of a Buyer representation or covenant, post-Closing operation of the Company, failure to pay consideration, and liabilities this Agreement expressly allocates to Buyer. This remedy is subject only to the reciprocal limitations expressly identified; a Seller need not pursue the Company before pursuing Buyer.

10.3 Survival

General representations survive [12–18] months after Closing; fundamental representations and specified Tax representations survive until [60] days after the applicable limitations period; and covenants survive according to their terms. A timely claim notice preserves only the described claim until final resolution. If RWI is the principal remedy, conform survival to the policy while stating whether contractual representations survive solely for policy purposes.

10.4 Basket, caps, and Seller maximums

Company general-representation claims are subject to a [deductible / tipping] basket of $[AMOUNT] and cap of $[AMOUNT]. Fundamental, Tax, capitalization, ownership, specified covenant, and Special Matter claims have only the separate limits on Schedule 10.4. Liability is several, not joint, unless a specifically identified obligation says otherwise. Absent that Seller’s Fraud, no Seller is liable beyond consideration actually received or allocated to that Seller, less amounts returned. No Seller is liable for another Person’s Fraud or individual breach.

10.5 RWI and recovery order

Schedule 10.5 states the exclusive recovery sequence among adjustment escrow, RWI retention escrow, policy, special escrows, seller note setoff, earnout setoff, and direct Seller recourse. Buyer will use commercially reasonable efforts to pursue available insurance before direct recovery where selected. Policy denial, erosion, delay, exclusions, underwriting failure, or amendment does not expand Seller liability. Buyer will preserve and enforce the insurer’s waiver of subrogation except Fraud by the Person against whom recovery is sought.

10.6 Loss limitations; mitigation; no duplication

Losses are net of actual insurance proceeds, third-party recoveries, and Tax benefits actually realized from the Loss in the relevant period, less reasonable collection costs. A claimant must mitigate as required by law and may not recover twice through the price adjustment, escrow, RWI, special indemnity, seller note, earnout, or another remedy. Losses exclude purchase-accounting effects, voluntary post-Closing expansion, and changes in law or accounting after Closing. [Materiality is disregarded only when calculating Losses after breach is established / no materiality scrape applies.]

10.7 Third-party claims

The indemnified party will give reasonably prompt notice; delay reduces recovery only to the extent of material prejudice. The indemnifying side may control defense with qualified counsel if the claim seeks only money within available indemnity sources and does not involve criminal exposure, regulatory restriction, injunctive relief, material reputational harm, conflict, or excess exposure. The noncontrolling side may participate at its expense. No settlement may admit wrongdoing by, restrict, or bind the other side or exceed available sources without consent.

10.8 Direct claims

A direct-claim notice will state the contractual basis, material facts, estimated amount if reasonably known, and requested source. The responding party has [30] days to accept or object. Silence is not an admission. Unresolved claims follow the negotiated forum or dispute process, and a reserve may be retained only in a reasonable amount tied to the pending claim.

10.9 Exclusive remedy; Fraud; sandbagging

After Closing, this Article, the purchase-price adjustment, and identified transaction documents are the exclusive monetary remedies for an express representation or covenant breach, except equitable relief for surviving covenants and Fraud by the Person who committed it. The parties must select [Buyer may recover despite pre-Closing knowledge / Buyer may not recover for a breach actually known by specified Buyer deal-team members before Closing] and define evidence of knowledge. Tort, implied-warranty, and extra-contractual claims based on the transaction are waived to the extent permitted by law.

10.10 Seller Representative

Each Seller appoints Seller Representative as exclusive agent for adjustments, escrows, claims, settlements, amendments within stated authority, notices, allocations, and distributions. It may rely on counsel, accountants, experts, Company records, and final determinations and is liable only for its own fraud, gross negligence, or willful misconduct. It may use the representative fund, establish reasonable reserves, account to Sellers, and distribute the balance when no longer needed. Sellers indemnify it severally from available consideration. Replacement, resignation, conflicts, reporting, and voting thresholds are stated on Schedule 10.10.

11. Tax Matters

11.1 Transfer Taxes and reporting

[BUYER / SELLERS / SHARED] will bear transfer, documentary, sales, use, stamp, registration, and similar Taxes arising from the share transfer. The responsible party files returns, and the other parties cooperate. The parties will report the transaction consistently with the Recitals and Schedule 11.1 unless a final determination requires otherwise.

11.2 Tax elections

If a Section 338(h)(10), Section 336(e), or comparable election is selected, Exhibit C must state eligibility, consent, forms, deadlines, purchase-price allocation, adjustment procedure, deemed-asset-sale Taxes, gross-up if any, state elections, cooperation, and remedies. No party is obligated to make an election merely because it appears as an alternative in this master. If no election is made, delete Exhibit C and inconsistent provisions.

11.3 Pre-Closing and straddle-period Taxes

Seller-allocated Taxes include Company Taxes for periods ending on or before Closing and the pre-Closing portion of a straddle period, calculated by closing the books at the end of Closing Day except periodic Taxes allocated by days. Transaction deductions are allocated consistently with the agreed reporting position. Parent or Buyer controls returns after Closing, but Seller Representative may review a return or amendment that materially affects Sellers and comment for [20] days.

11.4 Tax contests, refunds, and cooperation

Buyer will give prompt notice of a Tax contest affecting Seller liability. Seller Representative may control a contest solely for a pre-Closing period if it cannot materially affect Buyer or Company Taxes outside that period, using qualified counsel and without settling adversely without Buyer consent. Otherwise Buyer controls with participation rights. Buyer will pay Sellers refunds attributable to Seller-borne Taxes, net of costs and offsets, unless included in price. Records will be preserved through the applicable limitations period.

11.5 Founder and holder Tax matters

No party guarantees a Seller’s basis, holding period, QSBS eligibility, rollover treatment, installment reporting, or state or foreign result. Each Seller must consult an adviser. The Company will provide reasonably available records concerning original issuance, gross assets, conversions, redemptions, and historic elections but does not make an additional representation by furnishing them.

12. Miscellaneous

12.1 Notices

Formal notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, or email with confirmation to addresses on Schedule 12.1. A notice received after [5:00 p.m.] local time is effective the next Business Day. Routine Closing communications are not formal notices unless expressly identified.

12.2 Expenses

Except as stated in the funds flow, regulatory allocation, termination provisions, or an ancillary agreement, each party bears its own expenses. Seller expenses payable by the Company or deducted from consideration must be included once as Transaction Expenses.

12.3 Amendment and waiver

Before Closing, an amendment requires Buyer, Company, and Sellers holding at least [THRESHOLD] of the Purchased Shares [and each disproportionately affected Seller]. After Closing, Buyer and Seller Representative may amend within the representative’s authority, but may not disproportionately reduce a Seller’s consideration, increase that Seller’s liability cap, change that Seller’s Tax allocation, or impose a new individual obligation without that Seller’s consent. Waiver is specific and not continuing.

12.4 Assignment; successors; beneficiaries

No party may assign this Agreement without consent, except Buyer may assign to an affiliate or financing source if Buyer remains liable and the assignment does not delay Closing or increase Seller burden. This Agreement binds permitted successors. There are no third-party beneficiaries except D&O-protected persons, released persons, indemnified persons, and financing sources only where expressly stated.

12.5 Governing law; forum; jury waiver

This Agreement and related claims are governed by [DELAWARE] law without choice-of-law rules. Each party submits to exclusive jurisdiction in the [COURT OF CHANCERY OF THE STATE OF DELAWARE, or if unavailable, specified state or federal court], waives venue objections, and consents to service as permitted by law. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES JURY TRIAL TO THE FULLEST EXTENT PERMITTED. Counsel must align this clause with Company entity law, financing, and enforceability.

12.6 Entire agreement; severability; counterparts

This Agreement, its Schedules and Exhibits, the confidentiality agreement, and listed transaction documents are the entire agreement on their subject and replace prior understandings. If a provision is unenforceable, it will be modified only to the minimum extent required and the remainder continues unless modification materially changes negotiated economics or remedies. Counterparts and approved electronic signatures are originals and together form one instrument.

12.7 Relationship of the Sellers

The Sellers act as independent principals and not as partners, joint venturers, agents, or fiduciaries for one another. No Seller may bind another except Seller Representative within express authority. Obligations are several unless a provision conspicuously states otherwise.

Signature Page

The parties have executed this Agreement as of the date first written above.

By: ______________________________
Name: [NAME]
Title: [TITLE]

By: ______________________________
Name: [NAME]
Title: [TITLE]

By: ______________________________
Name: [NAME]
Title: [TITLE]

Each Seller signs on the counterpart signature page attached for that Seller, which must identify the Seller’s exact legal name, capacity, Purchased Shares, and any spouse, trustee, custodian, or entity authorization required for transfer.

[BUYER]	[TARGET COMPANY]
[SELLER REPRESENTATIVE], solely in its representative capacity	SELLERS

Schedules and Exhibits

Schedules

• Schedule A — Sellers, Purchased Shares, Ownership Evidence, Allocation, and Pro Rata Shares

• Schedule 1.1 — Knowledge Persons, RWI Policy, and Selected Definitions

• Schedule 2.4 — Options, Warrants, Awards, SAFEs, Notes, and Remaining Securities

• Schedule 4 — Company Disclosure Schedules

• Schedule 5 — Seller Disclosure Schedules

• Schedule 6.2 — Buyer Governmental Approvals

• Schedule 7.2 — Interim Operating Covenant and Consent Protocol

• Schedule 7.3 — Exclusivity and Any Fiduciary Exception

• Schedule 7.4 — Approvals, Consents, Waivers, Notices, and Transfer Actions

• Schedule 7.5 — Regulatory Efforts and Remedy Ceiling

• Schedule 7.6 — Employees, Benefits, Equity, and 280G Actions

• Schedule 9 — Closing Conditions, Deliverables, Fees, Guaranty, and Specific Performance

• Schedule 10 — Indemnity, Special Matters, Recovery Order, Representative, and Releases

• Schedule 11 — Tax Matters

• Schedule 12 — Notices and Amendment Thresholds

Exhibits

• Exhibit A — Purchase-Price Definitions, Accounting Principles, Line Items, and Sample Calculation

• Exhibit B — Earnout, Rollover, or Seller-Note Terms and Worked Examples [if applicable]

• Exhibit C — Section 338(h)(10), Section 336(e), or Comparable Tax Election Procedures [if applicable]

• Exhibit D — Form of Escrow Agreement

• Exhibit E — Form of Stock Power, Book-Entry Instruction, and Lost-Certificate Affidavit

• Exhibit F — Form of Officer Closing Certificate

• Exhibit G — Form of Secretary and Incumbency Certificate

• Exhibit H — Form of Seller Joinder, Release, and Spousal or Trust Consent [if applicable]

• Exhibit I — Form of Founder or Management Transaction Agreement [if applicable]

• Exhibit J — Final Data-Room Index and Archive Certificate

Website Posting README — Not Part of the Agreement

Purpose. This agreement provides a buyer-protective acquisition of shares in a founder-led private corporation while coordinating the cap table, holder transfer mechanics, purchase-price adjustment, startup diligence, founder arrangements, Closing certainty, and post-Closing remedies.

Use when. Use when Buyer will acquire all or a negotiated control block of a private corporation directly from one or more stockholders and the parties need a comprehensive deferred-Closing or diligence-intensive agreement.

Do not use when. Do not use where numerous holdouts, appraisal administration, automatic conversion of equity, or a cleaner statutory succession makes a merger materially safer; for a public-company acquisition; or for a Section 338(h)(10), 336(e), cross-border, regulated, or tax-deferred structure without specialist reconstruction. Do not use a stock purchase to avoid analyzing minority rights and transfer restrictions.

Founder-critical decisions. Confirm who sells and who remains; charter and cap-table accuracy; founder and employee proceeds; option, warrant, SAFE, and note treatment; personal versus Company representations; QSBS and Tax elections; rollover, earnout, employment, and restrictive covenants; D&O protection; privilege; RWI and residual liability; and Seller Representative authority.

Customization checklist. Complete Schedule A and every other schedule and exhibit; test stock ownership, transfer chain, price bridge, seller allocation, and funds flow; conform approvals, consents, securities, and Tax provisions to current law; select the Closing, MAE, bring-down, adjustment, RWI, indemnity, sandbagging, and specific-performance alternatives; complete specialist reviews; remove the Matter Completion Sheet, banner, brackets, unused alternatives, and this README before execution.

Public-use disclaimer. This practitioner master is for educational and drafting-reference purposes. It is not legal or Tax advice, does not create an attorney-client relationship, and requires review by transaction counsel and applicable specialists.

Need help customizing this template for your business? Contact Montague Law to schedule a consultation and get this document reviewed by our team.

This template is provided by Montague Law for informational and educational purposes only and does not constitute legal advice. Consult a qualified attorney licensed in your jurisdiction before using any legal document.