Stock Purchase Agreement with Note as Consideration

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This Stock Purchase Agreement is between a corporation and a purchaser of stock who agrees to pay for the stock by a promissory note.

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This Stock Purchase Agreement with Note Delivered as Consideration is between a company who desires to issue stock and a purchaser who agrees to acquire the company's common stock. This agreement sets forth the number of shares to be purchased, price per share and that the shares are subject to repurchase as set forth within this agreement. A promissory note for the amount of stock purchase will be delivered at the time of closing of this transaction.

In addition, this agreement contains provisions regarding capital reorganizations, purchaser's representations and transfer restrictions and the language to be included on all stock certificates to be delivered to purchaser.

This Stock Purchase Agreement with Note Delivered as Consideration includes:
  • Parties: Sets forth the name of the company and the purchaser who wants to acquire the company's stock;
  • Sale of Stock: Sets forth the number of shares to be sold to the purchaser, price per share and that shares will be paid by delivery of a promissory note which is an exhibit and made a part of this agreement;
  • Repurchase Option: Provisions regarding directorship change, exercise of sale option and termination of director are included in this agreement;
  • Stock Assignments: Spells out that stock certificates will be delivered to an escrow agent who will hold these certificates;
  • Transfer Restrictions: Purchaser shall not sell or transfer any shares subject to the purchase option;
  • Signature: This agreement must be signed in the presence of witnesses and a notary public by a company representative and the purchaser.

Protect your rights and your company by using our attorney-prepared forms.

This attorney-prepared packet contains:
  1. General Information
  2. Instructions and Checklist
  3. Stock Purchase Agreement With Note Delivered as Consideration
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Stock Purchase Agreement
With Note Delivered as Consideration

 

 

This Agreement is made as of ______, by and between ______, a[n] ______ [entity of seller] (the "Company "), and ______, a[n] ______ [entity of buyer] (the "Purchaser").
 
WHEREAS, the Company desires to issue and Purchaser desires to acquire stock of the Company as herein described, on the terms and conditions hereinafter set forth.
 
NOW, THEREFORE, IT IS AGREED between the parties as follows:
 
1.   Sale of Stock
 
Purchaser hereby agrees to purchase from the Company and the Company agrees to sell to Purchaser ______ shares of its Common Stock (hereinafter sometimes collectively referred to as the "Stock") for a purchase price of $______ per share, payable at the Closing (as hereinafter defined) by delivery of a promissory note in the form of Exhibit ______ attached hereto in principal amount of $______ (the "Note").  The closing hereunder shall occur at the offices of the Company on the date hereof, or at such other time and place as the parties may mutually agree (the "Closing").
 
2.   Repurchase Option
 
All of the shares of the Stock being purchased by Purchaser pursuant to this Agreement shall be subject to the repurchase option of the Company set forth in subparagraph (a) below (the "Purchase Option") and to the option of the Purchaser to require repurchase of the Stock set forth in subparagraph (b) below (the "Sale Option"):
 
2.1   Change in Directorship
 
In the event that ______, ______ of the Purchaser ("Principal") is not serving as a Director of the Company on ______ (other than by reason of his death prior to that date while serving as a Director, by reason of any cessation of his service as a Director prior to that date at a time when Principal affirmatively demonstrates to the reasonable satisfaction of the Company his willingness and ability to serve as a Director, or by reason of the Company's failure to elect Principal as a Director prior to that date and then to retain Principal as a Director through that date, provided that Principal affirmatively demonstrates to the reasonable satisfaction of the Company his willingness and ability to serve as a Director through that period), the Company shall have the right, at any time from ______ to the earlier of (i) the date Principal commences serving as a Director of the Company or (ii) ______, to exercise its Purchase Option by purchasing from the Purchaser up to all of the Stock not previously purchased by the Company upon exercise of the Sale Option at the price per share paid by Purchaser under this Agreement, without provision for interest on any amount payable hereunder.  In the event Principal is serving as a Director of the Company on ______ (or commences serving as a Director prior to ______ such that the Purchase Option set forth in the previous sentence expires) and thereafter ceases to be a Director of the Company (other than by reason of his death or cessation of his service as a Director of the Company at a time when Principal affirmatively demonstrates to the reasonable satisfaction of the Company his willingness and ability to serve as a Director), the Company shall have the right, at any time within [spelled number of days] (______) days after said cessation, to exercise its Purchase Option by purchasing from the Purchaser at the price per share paid by Purchaser under this Agreement, without provision for interest on any amount payable hereunder, up to but not exceeding the lesser of (i) the remaining shares of Stock or (ii) the percentage of the Stock (without any deduction for shares of Stock previously purchased by the Company pursuant to the Sale Option) equal to ______ percent minus the percentage determined by multiplying (aa) the number of complete [spelled number of months] (______) month periods between the date of this Agreement and the date of his cessation of service as a Director by (bb) ______ percent.  The aggregate amount per share to be paid to Purchaser upon any exercise of the Purchase Option is hereafter referred to as the "Purchase Option Price."
 
2.2   Exercise of Sale Option
 
Purchaser shall have the right, at any time prior to the date that is [spelled number of years] (______) years from the date of this Agreement, to exercise its Sale Option by requiring the Company to purchase from the Purchaser, to the extent it has funds legally available thereof, up to all of the Stock not previously purchased by the Company pursuant to the Purchase Option at the price per share indicated above as paid by Purchaser under this Agreement, without provision for interest on any amount payable hereunder.  The aggregate amount per share to be paid to Purchaser is hereafter referred to as the " Sale Option Price."
 
2.3   Termination of Director
 
Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company and its stockholders to terminate Principal's service as a Director of the Company, for any reason, with or without cause, and nothing in this Agreement shall create any obligation on the part of the Company to elect Principal as a Director or any obligation on the part of Principal to serve as a Director.
 
3.   Exercise of Option
 
The Purchase Option shall be exercised by written notice signed by an officer of the Company and delivered or mailed as provided in paragraph 13, and shall be exercised in accordance with the Security Agreement and the Joint Escrow Instructions referred to in paragraph 7 below.  The Sale Option shall be exercised by written notice signed by Purchaser and delivered or marked as provided in paragraph 13, and shall be exercised in accordance with the Security Agreement and the Joint Escrow Instructions referred to in paragraph 7 below, provided, that if the Stock is no longer subject to the Security Agreement and the Joint Escrow Instructions, the Sale Option shall be exercised by the Purchaser tendering the Stock to the Company for repurchase along with the notice described above.  The Purchase Option Price and the Sale Option Price shall be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of Purchaser to the Company under the Note or in cash or by check or by any combination of the foregoing.
 
 
 
4.   Assignment of Rights
 
The Company may assign its rights under paragraphs 2 and 3 hereof.
 
5.   Capital Reorganizations
 
If, from time to time during the term of the Purchase Option and the Sale Option:
 
(a)   There is any stock dividend or liquidating dividend of cash and/or property, stock split or other change in the character or amount of any of the outstanding securities of the Company; or
 
(b)   There is any merger or consolidation of the Company involving the Company in which the Company is not the surviving company, or any other capital reorganization in which more than fifty percent (50%) of the shares of the Company entitled to vote are exchanged (including, without limitation, any transaction in which the shares of the Company are exchanged for shares of a corporation to be incorporated in the State of ______ for purposes of continuing the business of the Company and its subsidiaries);
 
then, in such event, any and all new, substituted or additional securities or other property to which Purchaser is entitled by reason of its ownership of Stock shall be immediately subject to the Purchase Option and the Sale Option and be included in the word "Stock" for all purposes of the Purchase Option and the Sale Option with the same force and effect as the shares of Stock presently subject to the Purchase Option and the Sale Option.  While the total Purchase Option Price and Sale Option Price shall remain the same after each such event, the Purchase Option Price and Sale Option Price per share of Stock upon exercise of the Purchase Option and the Sale Option shall be appropriately adjusted.  Upon the occurrence of any event specified in subsection (ii) above, the Purchase Option may, and the obligations of the Company under the Sale Option shall, be assigned to any successor of the Company, and the Purchase Option shall apply as set forth above to Principal's service as a Director of such successor on the same basis as Principal's service as a Director of the Company.  In that case, references herein to the " Company" shall be deemed to refer to such successor.
 
6.   Certificate Endorsements
 
All certificates representing any shares of Stock of the Company subject to the provisions of this Agreement shall have endorsed thereon the following legends:
 
(a)   "The shares represented by this certificate are subject to an option set forth in an agreement between the corporation and the registered holder, or its predecessor in interest, a copy of which is on file at the principal office of this corporation."
 
(b)   "These securities have not been registered under the Securities Act of 1933.  They may not be sold, offered for sale, pledged or hypothecated in the absence of an effective registration statement as to the securities under said Act or an opinion of counsel satisfactory to the corporation that such registration is not required."
 
As the number of shares of Stock subject to the Purchase Option and the Security Agreement referred to below diminishes during the term of this Agreement, the Company shall, at the request of Purchaser, issue new certificates evidencing the shares no longer subject to the Purchase Option and the Security Agreement, which certificates will not bear the legend set forth in subparagraph (a) above.
 
7.   Delivery of Stock Assignments
 
As security for its faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Stock upon the exercise of the Purchase Option herein provided for, Purchaser agrees, subject to the provisions of that certain Security Agreement between Purchaser and the Company set forth in Exhibit ______ attached hereto and incorporated by this reference, at the closing hereunder, to deliver to and deposit with the Secretary of the Company (the "Escrow Agent"), as Escrow Agent in this transaction, two Stock Assignments duly endorsed (with the date and number of shares blank) in the form attached hereto as Exhibit ______, together with the certificate or certificates evidencing the Stock; said documents are to be held by the Escrow Agent and delivered by said Escrow Agent pursuant to the Joint Escrow Instructions of the Company and Purchaser set forth in Exhibit ______ attached hereto and incorporated by this reference, which instructions shall also be delivered to the Escrow Agent upon the execution of this Agreement.
 
8.   Purchaser's Representations
 
Purchaser acknowledges that it is aware that the Stock to be issued to it by the Company pursuant to this Agreement has not been registered under the Securities Act of 1933, as amended.  In this connection, Purchaser warrants and represents to the Company that it is acquiring the Stock for investment and not with a view to or for sale in connection with any distribution of said Stock or with any present intention of distributing or selling said Stock and it does not presently have reason to anticipate any change in circumstances or any particular occasion or event which would cause it to sell said Stock.  On or prior to the Closing hereunder, Purchaser shall execute and deliver to the Company a letter, substantially in the form attached hereto as Exhibit ______, confirming its investment representations.
 
9.   Purchaser's Transfer Restrictions
 
Purchaser shall not sell or transfer, other than pursuant to the Sale Option, any shares of the Stock still subject to the Purchase Option or any interest therein so long as such Stock is subject to the Purchase Option.
 
10.   Violative Transfers
 
The Company shall not be required (i) to transfer on its books any shares of Stock of the Company which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement or (ii) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.
 
11.   Purchaser as Stockholder
 
Subject to the provisions of paragraph 9 above, Purchaser shall, during the term of this Agreement, exercise all rights and privileges of a stockholder of the Company with respect to the Stock held by it.
 
12.   Intent of Parties
 
The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.
 
13.   Notice
 
Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to the other party hereto at its address hereinafter shown below its signature or at such other address as such party may designate by ______ days' advance written notice to the other party hereto.
 
14.   Successors and Assigns
 
This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.  This Agreement shall inure to the benefit of and, subject to the restrictions on transfer herein set forth, be binding upon Purchaser and its successors and assigns.
 
15.   Entire Agreement
 
This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.
 
16.   Governing Law
 
This Agreement shall be governed by and construed under the laws of the State of ______ as applied to agreements between ______ residents entered into and to be performed entirely within ______.
 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
 
COMPANY:
 
[Sig Block Party 1]
 
Address:   ______
      ______, ______  ______
[Notary Party 1]
 
PURCHASER:
 
[Sig Block Party 2]
 
Address:   ______
      ______, ______  ______
[Notary Party 2]
 
[Witnesses]
 
 
 
 
 
 
 
 
Number of Pages10
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43638
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Stock Purchase Agreement
With Note Delivered as Consideration

 

 

This Agreement is made as of ______, by and between ______, a[n] ______ [entity of seller] (the "Company "), and ______, a[n] ______ [entity of buyer] (the "Purchaser").
 
WHEREAS, the Company desires to issue and Purchaser desires to acquire stock of the Company as herein described, on the terms and conditions hereinafter set forth.
 
NOW, THEREFORE, IT IS AGREED between the parties as follows:
 
1.   Sale of Stock
 
Purchaser hereby agrees to purchase from the Company and the Company agrees to sell to Purchaser ______ shares of its Common Stock (hereinafter sometimes collectively referred to as the "Stock") for a purchase price of $______ per share, payable at the Closing (as hereinafter defined) by delivery of a promissory note in the form of Exhibit ______ attached hereto in principal amount of $______ (the "Note").  The closing hereunder shall occur at the offices of the Company on the date hereof, or at such other time and place as the parties may mutually agree (the "Closing").
 
2.   Repurchase Option
 
All of the shares of the Stock being purchased by Purchaser pursuant to this Agreement shall be subject to the repurchase option of the Company set forth in subparagraph (a) below (the "Purchase Option") and to the option of the Purchaser to require repurchase of the Stock set forth in subparagraph (b) below (the "Sale Option"):
 
2.1   Change in Directorship
 
In the event that ______, ______ of the Purchaser ("Principal") is not serving as a Director of the Company on ______ (other than by reason of his death prior to that date while serving as a Director, by reason of any cessation of his service as a Director prior to that date at a time when Principal affirmatively demonstrates to the reasonable satisfaction of the Company his willingness and ability to serve as a Director, or by reason of the Company's failure to elect Principal as a Director prior to that date and then to retain Principal as a Director through that date, provided that Principal affirmatively demonstrates to the reasonable satisfaction of the Company his willingness and ability to serve as a Director through that period), the Company shall have the right, at any time from ______ to the earlier of (i) the date Principal commences serving as a Director of the Company or (ii) ______, to exercise its Purchase Option by purchasing from the Purchaser up to all of the Stock not previously purchased by the Company upon exercise of the Sale Option at the price per share paid by Purchaser under this Agreement, without provision for interest on any amount payable hereunder.  In the event Principal is serving as a Director of the Company on ______ (or commences serving as a Director prior to ______ such that the Purchase Option set forth in the previous sentence expires) and thereafter ceases to be a Director of the Company (other than by reason of his death or cessation of his service as a Director of the Company at a time when Principal affirmatively demonstrates to the reasonable satisfaction of the Company his willingness and ability to serve as a Director), the Company shall have the right, at any time within [spelled number of days] (______) days after said cessation, to exercise its Purchase Option by purchasing from the Purchaser at the price per share paid by Purchaser under this Agreement, without provision for interest on any amount payable hereunder, up to but not exceeding the lesser of (i) the remaining shares of Stock or (ii) the percentage of the Stock (without any deduction for shares of Stock previously purchased by the Company pursuant to the Sale Option) equal to ______ percent minus the percentage determined by multiplying (aa) the number of complete [spelled number of months] (______) month periods between the date of this Agreement and the date of his cessation of service as a Director by (bb) ______ percent.  The aggregate amount per share to be paid to Purchaser upon any exercise of the Purchase Option is hereafter referred to as the "Purchase Option Price."
 
2.2   Exercise of Sale Option
 
Purchaser shall have the right, at any time prior to the date that is [spelled number of years] (______) years from the date of this Agreement, to exercise its Sale Option by requiring the Company to purchase from the Purchaser, to the extent it has funds legally available thereof, up to all of the Stock not previously purchased by the Company pursuant to the Purchase Option at the price per share indicated above as paid by Purchaser under this Agreement, without provision for interest on any amount payable hereunder.  The aggregate amount per share to be paid to Purchaser is hereafter referred to as the " Sale Option Price."
 
2.3   Termination of Director
 
Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company and its stockholders to terminate Principal's service as a Director of the Company, for any reason, with or without cause, and nothing in this Agreement shall create any obligation on the part of the Company to elect Principal as a Director or any obligation on the part of Principal to serve as a Director.
 
3.   Exercise of Option
 
The Purchase Option shall be exercised by written notice signed by an officer of the Company and delivered or mailed as provided in paragraph 13, and shall be exercised in accordance with the Security Agreement and the Joint Escrow Instructions referred to in paragraph 7 below.  The Sale Option shall be exercised by written notice signed by Purchaser and delivered or marked as provided in paragraph 13, and shall be exercised in accordance with the Security Agreement and the Joint Escrow Instructions referred to in paragraph 7 below, provided, that if the Stock is no longer subject to the Security Agreement and the Joint Escrow Instructions, the Sale Option shall be exercised by the Purchaser tendering the Stock to the Company for repurchase along with the notice described above.  The Purchase Option Price and the Sale Option Price shall be payable, at the option of the Company, in cancellation of all or a portion of any outstanding indebtedness of Purchaser to the Company under the Note or in cash or by check or by any combination of the foregoing.
 
 
 
4.   Assignment of Rights
 
The Company may assign its rights under paragraphs 2 and 3 hereof.
 
5.   Capital Reorganizations
 
If, from time to time during the term of the Purchase Option and the Sale Option:
 
(a)   There is any stock dividend or liquidating dividend of cash and/or property, stock split or other change in the character or amount of any of the outstanding securities of the Company; or
 
(b)   There is any merger or consolidation of the Company involving the Company in which the Company is not the surviving company, or any other capital reorganization in which more than fifty percent (50%) of the shares of the Company entitled to vote are exchanged (including, without limitation, any transaction in which the shares of the Company are exchanged for shares of a corporation to be incorporated in the State of ______ for purposes of continuing the business of the Company and its subsidiaries);
 
then, in such event, any and all new, substituted or additional securities or other property to which Purchaser is entitled by reason of its ownership of Stock shall be immediately subject to the Purchase Option and the Sale Option and be included in the word "Stock" for all purposes of the Purchase Option and the Sale Option with the same force and effect as the shares of Stock presently subject to the Purchase Option and the Sale Option.  While the total Purchase Option Price and Sale Option Price shall remain the same after each such event, the Purchase Option Price and Sale Option Price per share of Stock upon exercise of the Purchase Option and the Sale Option shall be appropriately adjusted.  Upon the occurrence of any event specified in subsection (ii) above, the Purchase Option may, and the obligations of the Company under the Sale Option shall, be assigned to any successor of the Company, and the Purchase Option shall apply as set forth above to Principal's service as a Director of such successor on the same basis as Principal's service as a Director of the Company.  In that case, references herein to the " Company" shall be deemed to refer to such successor.
 
6.   Certificate Endorsements
 
All certificates representing any shares of Stock of the Company subject to the provisions of this Agreement shall have endorsed thereon the following legends:
 
(a)   "The shares represented by this certificate are subject to an option set forth in an agreement between the corporation and the registered holder, or its predecessor in interest, a copy of which is on file at the principal office of this corporation."
 
(b)   "These securities have not been registered under the Securities Act of 1933.  They may not be sold, offered for sale, pledged or hypothecated in the absence of an effective registration statement as to the securities under said Act or an opinion of counsel satisfactory to the corporation that such registration is not required."
 
As the number of shares of Stock subject to the Purchase Option and the Security Agreement referred to below diminishes during the term of this Agreement, the Company shall, at the request of Purchaser, issue new certificates evidencing the shares no longer subject to the Purchase Option and the Security Agreement, which certificates will not bear the legend set forth in subparagraph (a) above.
 
7.   Delivery of Stock Assignments
 
As security for its faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Stock upon the exercise of the Purchase Option herein provided for, Purchaser agrees, subject to the provisions of that certain Security Agreement between Purchaser and the Company set forth in Exhibit ______ attached hereto and incorporated by this reference, at the closing hereunder, to deliver to and deposit with the Secretary of the Company (the "Escrow Agent"), as Escrow Agent in this transaction, two Stock Assignments duly endorsed (with the date and number of shares blank) in the form attached hereto as Exhibit ______, together with the certificate or certificates evidencing the Stock; said documents are to be held by the Escrow Agent and delivered by said Escrow Agent pursuant to the Joint Escrow Instructions of the Company and Purchaser set forth in Exhibit ______ attached hereto and incorporated by this reference, which instructions shall also be delivered to the Escrow Agent upon the execution of this Agreement.
 
8.   Purchaser's Representations
 
Purchaser acknowledges that it is aware that the Stock to be issued to it by the Company pursuant to this Agreement has not been registered under the Securities Act of 1933, as amended.  In this connection, Purchaser warrants and represents to the Company that it is acquiring the Stock for investment and not with a view to or for sale in connection with any distribution of said Stock or with any present intention of distributing or selling said Stock and it does not presently have reason to anticipate any change in circumstances or any particular occasion or event which would cause it to sell said Stock.  On or prior to the Closing hereunder, Purchaser shall execute and deliver to the Company a letter, substantially in the form attached hereto as Exhibit ______, confirming its investment representations.
 
9.   Purchaser's Transfer Restrictions
 
Purchaser shall not sell or transfer, other than pursuant to the Sale Option, any shares of the Stock still subject to the Purchase Option or any interest therein so long as such Stock is subject to the Purchase Option.
 
10.   Violative Transfers
 
The Company shall not be required (i) to transfer on its books any shares of Stock of the Company which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement or (ii) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.
 
11.   Purchaser as Stockholder
 
Subject to the provisions of paragraph 9 above, Purchaser shall, during the term of this Agreement, exercise all rights and privileges of a stockholder of the Company with respect to the Stock held by it.
 
12.   Intent of Parties
 
The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.
 
13.   Notice
 
Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to the other party hereto at its address hereinafter shown below its signature or at such other address as such party may designate by ______ days' advance written notice to the other party hereto.
 
14.   Successors and Assigns
 
This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.  This Agreement shall inure to the benefit of and, subject to the restrictions on transfer herein set forth, be binding upon Purchaser and its successors and assigns.
 
15.   Entire Agreement
 
This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.
 
16.   Governing Law
 
This Agreement shall be governed by and construed under the laws of the State of ______ as applied to agreements between ______ residents entered into and to be performed entirely within ______.
 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
 
COMPANY:
 
[Sig Block Party 1]
 
Address:   ______
      ______, ______  ______
[Notary Party 1]
 
PURCHASER:
 
[Sig Block Party 2]
 
Address:   ______
      ______, ______  ______
[Notary Party 2]
 
[Witnesses]
 
 
 
 
 
 
 
 

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