A Cross Stock Purchase Agreement is an agreement between a company, and its
shareholders which provides for the sale and transfer of the company's stock shares.
Under this agreement each company shareholder agrees in advance to buy the shares
of the withdrawing shareholder while the withdrawing shareholder agrees to sell his or
her shares to the remaining shareholders. This document in its draft form contains
numerous of the standard clauses commonly used in these types of agreements;
however, additional language may be added to allow for customization to ensure the
specific terms of the parties’ agreement are addressed. Use this agreement if
shareholders of a corporation want to restrict who can buy the shares of a company.
CROSS STOCK PURCHASE AGREEMENT
THIS CROSS STOCK PURCHASE AGREEMENT (the “Agreement”), by and between
______________________ (“Stockholder 1”) and ________________ (“Stockholder 2”),
collectively referred to herein as the “Stockholder” or “Stockholders”).
A. Stockholder 1 and Stockholder 2 each own capital stock of _________________ (the
B. Stockholder 1 and Stockholder 2 desire that any present or future acquired stock of the
Company be subject to the terms and conditions of this Agreement;
C. Stockholder 1 and Stockholder 2 wish to enter into this Agreement to provide for the
purchase and sale of Stockholder 1’s and Stockholder 2’s capital stock of the Company in the event
of his or her death, incapacity or withdrawal; and
D. In the event of death or incapacity of Stockholder 1 or Stockholder 2, this Agreement
shall be secured by a life insurance policy.
NOW THEREFORE in consideration of the premises and mutual agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by each party hereto, the parties hereto hereby agree with one another as
1.00 TRANSFER RESTRICTIONS
1.01 The Stockholders shall not be permitted to sell, assign, transfer or pledge any of their capital
of the Company, except on the terms and conditions contained herein.
2.00 SALE OF STOCK
2.01 In the event a Stockholder wishes to sell his or her capital stock of the Company, the
Stockholder wishing to sell such stock shall be required, pursuant to the terms and conditions of this
Agreement, first to offer the stock for sale to the non-selling Stockholder at the price and terms set
2.02 The other Stockholder (the “Non-Selling Stockholder”) shall have the first right to purchase
the stock from the selling Stockholder. Should the Non-Selling Stockholder fail to exercise his or
her right to purchase such stock, all of the other remaining Stockholders in the Company shall have
the right to purchase the stock.
2.03 Any of the Non-Selling Stockholders shall l have a period of ______ (___) days’ to accept
the selling Stockholders offer for the stock being sold. Should the remaining Stockholders not
purchase the stock being sold, then such stock being offered for purchase may be sold to any other
2.04 Should the stock be sold to a third party, the purchase price for such stock shall not be less
than the purchase price set out in this Agreement and without first offering such reduced price stock
to the Non-Selling Stockholders. The non-selling Stockholders shall have ______ (___) days’ to
purchase the stock at the lesser purchase price.
3.00 INCAPACITY OF A STOCKHOLDER
3.01 In the event a Stockholder becomes incapacitated for any reason whatsoever (the
“Incapacitated Stockholder”), for a period of not less than ___________ days, the remaining
Stockholders in the Company shall purchase the Incapacitated Stockholder’s stock in the capital of
the Company. Each of the remaining Stockholders shall purchase such portion of the Incapacitated
Stockholder’s stock as the number of shares of capital stock owned by each Stockholder bears to the
total number of shares of capital stock owned by all Stockholders, exclusive of the stock owned by
the Incapacitated Stockholder.
4.00 DEATH OF A STOCKHOLDER
4.01 In the event of the death of a Stockholder in the Company (the “Deceased Stockholder”), the
surviving Stockholders shall purchase such Deceased Stockholder’s shares of capital stock in the
Company, and the representative of the Deceased Stockholder shall sell such shares of capital
4.02 Each of the remaining Stockholders shall have the right to purchase a portion of the
Deceased Stockholder’s shares of capital stock as the number of shares owned by each Stockholder
bears to the total number of shares owned by all Stockholders, exclusive of the shares owned by the
5.00 VALUATION OF STOCK
5.01 The Stockholders hereby acknowledge and agree that the value of an Incapacitated