Stock Purchase Agreement

© Copyright Envision Corporation. 2002. All rights reserved.
Protected by the copyright laws of the United States & Canada and by international treaties. IT IS
ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER
PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the “Agreement”) is made and effective [DATE]
BETWEEN: [SELLER NAME] (the "Seller"), an individual / a corporation organized and

existing under the laws of the [STATE/PROVINCE], with its head office located
at:
AND: [PURCHASER NAME] (the "Purchaser"), an individual / a corporation

organized and existing under the laws of the [STATE/PROVINCE], with its head
office located at:
RECITALS
WHEREAS, the Seller is the record owner and holder of the issued and outstanding shares of the capital
stock of the Corporation, a [STATE/PROVINCE] corporation, which Corporation has issued capital stock
of [NUMBER] shares of [AMOUNT] par value common stock; and
WHEREAS, the Purchaser desires to purchase said stock and the Seller desires to sell said stock, upon
the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this
Agreement, and in order to consummate the purchase and the sale of the Corporation's Stock
aforementioned, it is hereby agreed as follows:
1. PURCHASE AND SALE
Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated
hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing such
stock, and the Purchaser shall purchase from the Seller the Corporation's Stock in consideration of the
purchase price set forth in this Agreement. The certificates representing the Corporation's Stock shall be
duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in
either case with signatures guaranteed in the customary fashion, and shall have all the necessary
documentary transfer tax stamps affixed thereto at the expense of the Seller. The closing of the
transactions contemplated by this Agreement ("Closing"), shall be held at [ADDRESS], on [DATE], at
[TIME], or such other place, date and time as the parties hereto may otherwise agree.
2. AMOUNT AND PAYMENT OF PURCHASE PRICE
The total consideration and method of payment thereof are fully set out in Exhibit "A" attached hereto and
made a part hereof.
Stock Purchase Agreement Page 1 of 4

© Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. IT IS
3. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby warrants and represents:
A. Organization and Standing. Corporation is a corporation duly organized, validly existing and
in good standing under the laws of the State of [STATE/PROVINCE] and has the corporate
power and authority to carry on its business as it is now being conducted.
B. Restrictions on Stock:
i. The Seller is not a party to any agreement, written or oral, creating rights in respect to
the Corporation's Stock in any third person or relating to the voting of the
Corporation's Stock.
ii. Seller is the lawful owner of the Stock, free and clear of all security interests, liens,
encumbrances, equities and other charges.
iii. There are no existing warrants, options, stock purchase agreements,redemption

agreements, restrictions of any nature, calls or rights to subscribe of any character
relating to the stock, nor are there any securities convertible into such stock.
4. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER
Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller,
Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for
a brokerage commission, finder's fee, or other like payment in connection with the transactions
contemplated hereby.
5. ENTIRE AGREEMENT
This Agreement (including the exhibits hereto and any written amendments hereof executed by the
parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral
and written, between the parties hereto with respect to the subject matter hereof.
6. SECTIONS AND OTHER HEADINGS
The section and other headings contained in this Agreement are for reference purposes only and shall not
affect the meaning orinterpretation of this Agreement.
7. GOVERNING LAW
This agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced
in accordance with the laws of the State of [STATE/PROVINCE]. The parties herein waive trial by jury and
agree to submit to the personal jurisdiction and venue of a court located in [STATE/PROVINCE].
8. ATTORNEY’S FEES
In the event that litigation results from or arises out of this Agreement or the performance thereof, the
parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other

expenses, whether or not taxable by the court as costs, in addition to any other relief to which the
prevailing party may be entitled.
IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto on
the date first above written.
ATTORNEY CLIENT
______________________________________ ______________________________________
Authorized Signature Authorized Signature
______________________________________ ______________________________________
Print Name and Title Print Name and Title

EXHIBIT "A" AMOUNT AND PAYMENT OF PURCHASE PRICE
1. CONSIDERATION
As total consideration for the purchase and sale of the Corporation's Stock, pursuant to this Agreement,
the Purchaser shall pay to the Seller the sum of [AMOUNT], such total consideration to be referred to in
this Agreement as the "Purchase Price".
2. PAYMENT
The Purchase Price shall be paid as follows:
i. The sum of [AMOUNT] to be delivered to Seller upon the execution of this Agreement.
ii. The sum of [AMOUNT] to be delivered to Seller at Closing.

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© Copyright Envision Corporation. 2002. All rights reserved.

STOCK PURCHASE AGREEMENT

BETWEEN: [SELLER NAME] (the "Seller"), an individual / a corporation organized and

AND: [PURCHASER NAME] (the "Purchaser"), an individual / a corporation

1. PURCHASE AND SALE

2. AMOUNT AND PAYMENT OF PURCHASE PRICE

Stock Purchase Agreement Page 1 of 4

3. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby warrants and represents:

iii. There are no existing warrants, options, stock purchase agreements,redemption

4. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER

6. SECTIONS AND OTHER HEADINGS

Stock Purchase Agreement Page 2 of 4

Stock Purchase Agreement Page 3 of 4

EXHIBIT "A" AMOUNT AND PAYMENT OF PURCHASE PRICE

The Purchase Price shall be paid as follows:

ii. The sum of [AMOUNT] to be delivered to Seller at Closing.

Stock Purchase Agreement Page 4 of 4

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