06 33 STOCK PURCHASE AGREEMENT

• Jurisdiction: Arkansas
• Library: Arkansas Form Book - Complete (2023 Ed.)

06-33 STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement ("Agreement") is made this [day] day of [month, year], between [shareholder names] (each separately referred to as "Shareholder" and together referred to as "Shareholders"), and [corporate name], an Arkansas corporation ("the Corporation").

WHEREAS, [shareholder names] are the sole shareholders of the Corporation, owning such shares of the capital stock of the Corporation ("Shares") as are reflected on Schedule A attached hereto, and

WHEREAS, it is their mutual purpose (a) to provide for the purchase of the Shares by the Corporation upon a Shareholder's death, disability, retirement or termination of employment, and (b) to provide for the first offer to the Corporation and/or the other Shareholders of a Shareholder's Shares, should he or she desire to dispose of any Shares in the Corporation during his or her lifetime.

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and for other valuable consideration, receipt of which is hereby acknowledged, it is agreed and covenanted by the parties to this Agreement as follows:

ARTICLE ITRANSFERS DURING LIFETIME

1.01 RESTRICTIONS AND FIRST OFFER. No Shareholder shall during his or her lifetime transfer, encumber or dispose of any portion or all of his or her Shares to any person, firm or corporation without the consent of the other Shareholders, unless the Shareholder desiring to make the transfer, encumbrance or disposition (the "Transferor") shall have first made the offer to sell as herein described, at a price determined in accordance with Section 6.01, and such offer shall not have been accepted.

1.02 OFFER BY TRANSFEROR. The offer shall be given simultaneously, subject to the terms of this Agreement, to the Corporation as first optionee and to the other Shareholders as second optionees. The offer shall consist of a written offer to sell all the Shares owned by the Transferor, to which shall be attached a statement of intention to transfer or encumber, as the case may be; the name and address of such prospective purchaser or lienor; the number of shares involved in the proposed transfer or encumbrance; and the terms of such proposed transfer or encumbrance.

1.03 ACCEPTANCE OF OFFER. Within [number of days] days after the receipt of such offer, the Corporation may at its option elect to purchase all but not less than all of the Shares owned by the Transferor. If such offer is not accepted by the Corporation, each of the Shareholders may, within [number of days] days after the date of the decision of the Corporation at his or her option purchase a pro rata portion of the Shares owned by the Transferor. If a Shareholder is unable or unwilling to buy his or her pro rata portion of the Shares, the other Shareholders shall have the option to buy the balance in proportion to their respective percentages of the shares they are purchasing. The Corporation shall exercise its election to purchase by giving written notice to the Transferor and to the other Shareholders. The decision of the Corporation to purchase the Shares of the Transferor shall be made by vote of the Shareholders with the Transferor voting his or her Shares in accordance with the vote of the majority of the other Shareholders. In the event the Corporation elects not to purchase the shares, the other Shareholders shall exercise their election to purchase by giving written notice to the Transferor and to the Corporation. In either event, the notice shall specify a date for the closing of the purchase which shall be not more than [number of days] days after the date of giving such notice.

1.04 TERMS OF PURCHASE. The terms and conditions of the purchase by the Corporation or the Shareholders for each Share owned by the Transferor shall be the same as the terms set forth in Sections 2.04 and 2.05.

1.05 CLOSING OF PURCHASE. The closing of the purchase shall take place at [closing location].

1.06 RELEASE FROM RESTRICTION. If the offer to sell all of the Transferor's shares is accepted neither by the Corporation nor by the other Shareholders, the Transferor may make a bona fide transfer or encumbrance to the prospective purchaser or lienor named in the statement attached to the Offer. Such sale or encumbrance will be made only in strict accordance with the terms stated therein. If the Transferor, however, fails to make such transfer or encumbrance within 30 days following the expiration of the time hereinabove provided for the election by the other Shareholders, such Shares shall again become subject to all the restrictions of this Agreement.

ARTICLE IIDEATH

2.01 TRANSFER UPON DEATH OF SHAREHOLDER. Upon the death of a Shareholder ("Decedent"), all of the Shares owned by him or her and to which the Shareholder or his or her personal representatives shall be entitled on behalf of his or her estate shall be purchased or transferred only as herein provided.

2.02 OPTION OF CORPORATION TO PURCHASE. At its option, the Corporation may purchase from Decedent's personal representative not less than all of the Shares owned by Decedent or to which Decedent or his or her personal representatives shall be entitled at the purchase price authorized in Section 6.01. If the Corporation elects to exercise this option, Decedent's personal representative shall sell to the Corporation all of the Shares owned by Decedent or to which Decedent or his or her personal representatives shall be entitled. The Corporation shall give written notice of exercise of this option to Decedent's personal representative within [number of days] days after the death of the Shareholder.

2.03 CLOSING. The closing of such purchase and sale shall take place at [closing location] and shall be not more than [number of days] days following the date of notice of exercise of option by the Corporation.

2.04 PURCHASE PRICE. The purchase price for the Shares may be payable in cash or an initial cash payment equal to [initial payment percentage]% of the price and a promissory note for the balance. If the Corporation shall receive any proceeds of any policy on the life of Decedent, such proceeds shall be paid by the Corporation to Decedent's personal representative, such payment to be deemed made on account of such purchase price. The current life insurance policies on the parties to this agreement are set forth on Schedule B attached hereto, as may be...