Stock Sale and Purchase Agreement

Stock Sale and Purchase Agreement

State of Alabama

This Stock Sale and Purchase Agreement ("Agreement") is made by and between the following parties: ________, an individual, hereinafter known as "Seller," having an address at the following:

________
Email: ________

and ________, an individual, hereinafter known as "Buyer," having an address at the following:

________
Email: ________

The parties shall be individually referred to as "Party" and collectively as the "Parties."

RECITALS:

WHEREAS, Seller is a stockholder in the corporation of the following name: ________, incorporated in Alabama (the "Corporation");

WHEREAS, Seller desires to sell their stock, in the amount of ________ shares, with a par value of $________ (________) (the "Stock");

WHEREAS, Buyer would like to purchase the Stock;

WHEREAS, The Corporation maintains a Shareholder Agreement, dated ________, which governs the shareholders' relations with the Corporation (the "Shareholder Agreement");

WHEREAS, the Shareholder Agreement, as well as the Corporation's bylaws, permit the sale contemplated herein;

WHEREAS, Buyer and Seller have agreed to complete the sale of the Stock through this Agreement and abide by the terms and conditions herein.

Article 1 - SALE:

Buyer agrees to purchase the Stock for the total sale price of $________ (________) ("Total Sale Price"). This sale leaves Seller with no rights in the Corporation.

Article 2 - PAYMENT:

The Total Sale Price will be paid in one lump sum payment.

The methods of payment Seller will accept are as follows:

________

Article 3 - CLOSING:

The Total Sale Price will be paid in full by the following date: ________ (the "Closing Date"). On the Closing Date, the parties will meet as follows:

Address of Closing:

________

Time of Closing:

________

On the Closing Date, the Parties will ensure all required documentation between them is complete, including the Seller delivering to the Buyer any relevant stock certificates (the "Stock Certificates"). For any transfer documents required, Seller shall properly execute each document as needed to ensure Buyer acquires full rights in the Stock.

Article 4 - SELLER REPRESENTATIONS & WARRANTIES:

Seller hereby represents and warrants that Seller has good title to the Stock conveyed herein and that the Stock is that of the Corporation, which is a duly organized corporation, and in good standing, under the laws of State of Alabama.

Seller warrants that Seller has no limitations on making such sale, such as any security interest, lien, or encumbrance. Seller is not a party to any contract with regard to any third party rights in the Stock or voting in the Corporation as a result of the Stock.

Additionally, Seller represents and warrants that there are no restrictions of any kind, including options, stock purchase agreements, or redemption agreements on the Stock.

Seller further represents and warrants that it will take any steps to perfect Buyer's receipt of the Stock as required.

Article 5 - BUYER REPRESENTATIONS & WARRANTIES:

Buyer hereby represents and warrants that the execution of this sale will not put Buyer in default of any contractual relationship to which Buyer is a party and that Buyer will deliver the Total Sale Price as required under this Agreement.

Buyer warrants that Buyer has consulted with legal and investment advisors regarding the sale or waives the right to do so. Buyer fully understands the benefits and risks of purchasing the Stock.

Article 6 - EXPENSES:

Each Party is responsible for paying its own costs and expenses in connection with this Agreement.

Article 7 - DIVIDENDS AND VOTING:

The Parties agree that all dividends issued prior to the Closing Date shall belong to Seller and all dividends issued after the Closing Date shall belong to Buyer. Seller shall maintain all voting rights in the Corporation before the Closing Date and any applicable voting rights will transfer to Buyer after the Closing Date.

Article 8 - NO BROKERAGE:

Seller and Buyer each warrant and agree that no fees are due to any third party as a result of this Agreement, including brokerage fees, finder's fees, commission, or any other payment related to the Parties' transaction.

Article 9 - NO GUARANTEES:

Seller does not guarantee any specific performance of the Corporation, including through sales, distributions, or otherwise. Buyer accepts that the sale of this Stock is "as is."

Article 10 - 2585882 2885555885:

________) 28825825: 888 82225288528228 2552 25585522 22 2588 825222222 85588 82 82 252 5228885 85225522.

________) 585585 828552585: 5588 825222222 82282825228 252 222852 525222222 8228222 252 2552828 522555822 252 8582282 252225 525282 525 8522582528 522 25825 525222222, 8582222 25 2558.

________) 858558585588, 55855 &522; 888585 82 282: 552 8588 22 252 255885882822 85252 252 82522552822 28825 828 225252822 528522228, 822882885882 252 82522 22 ________ 85588 82 5228885882 22 2588 825222222, 8825 252 258222822 22 828 82228882 22 858 2528888228.

________) 8555282585: 5588 825222222, 25 252 582528 2552225 525252525, 252 222 82 58882225, 8285, 825825 25 225258882 25528225525 82 85282 25 2552 82 282525 25522, 8825252 252 8582222 8228222 22 252 22525.

________) 555588852558: 52 522 2552 25 858-2552 22 2588 825222222 88 5285 8285885 25 5222225825882 82 5 82552 22 858 25 822222222 5588255225, 252 522582822 25528 525 858-25528 8888 82 22225825 22 252 2558252 252222 22888882. 52 8585 822582822, 252 522582525 22 2588 825222222 85588 82228252 82 2588 22582.

________) 85885825 288 88855855885 8828: 82558228 22 25528 525 858-25528 52525 2588 825222222 552 225 82282282282 525 252528252822, 2282. 82558228 85588 222 522282 252 2252822 22 522 2528888228 22 2588 825222222.

________) 88 825888, 28858585852 88 88585 5585585: 82 522282, 25522258582, 25 22822 8222552 558 8222 8525225 8228222 252 2552828 58 5 528582 22 2588 825222222. 82 25522 558 522 552525822 22 8825 252 22525 22 25855 2552828.

EXECUTION:

IN WITNESS WHEREOF, Seller and Buyer have caused this Agreement to be executed on the following date: ________.

Seller: ________

Signature: __________________________

Buyer: ________

Signature: ___________________________