S
SecretAgency
Guest
Person Uno wants to bring me in to handle all of the marketing & technical efforts for [our company]. I'm Person Dos. I can definitely make this company a lot of money, and for the high percentage being offered, I'm very excited.
My main concern is with any potential personal liability down the line, or diluting of my shares (therefore I'd earn less than 40% of the companies profit).
What if my business partner does something illegal?
What if they decide to dilute my shares? Can they do that?
Is there anything else that I'm missing?
notes; I believe the company is Incorporated in Colorado, so I think that limits the liability a bunch right?
::BELOW THIS IS OUR AGREEMENT::
STOCK PURCHASE AGREEMENT
THIS AGREEMENT, made this ______ day of ____________________, 20____, by and between Person Uno (hereinafter "Person1"), and Person Dos (hereinafter "Person2");
WHEREAS, as of the date hereof, Person1 is the owner of all of the issued and outstanding stock of [our company], Inc., a Colorado corporation (hereinafter known as the "Company") which owns a translation business operating under the name [our company], located at [our address]; and,
WHEREAS, Person2 is a key contributor to the Company such that Person1 believes that Person2's continued service to the Company is beneficial to and in the best interest of the Company by selling to him on favorable terms a portion of the stock of the Company so that he may share in the future fortunes of the Company; and,
WHEREAS, Person1 desires to sell and Person2 desires to purchase 40 shares of common stock of, which shares currently represent ownership of 40 percent of all shares of common stock in the Company; and,
NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties hereto agree as follows:
I. SALE OF STOCK
SALE OF STOCK: Person1 shall sell, assign, transfer and deliver to Person2 and Person2 shall purchase and accept at Closing, 40 shares of the common stock of the Company in accordance with the terms and conditions set forth below.
II. PURCHASE PRICE
PURCHASE PRICE: The Purchase Price shall be the sum of _______, which shall be payable in cash at closing.
III. RESTRICTED SHARES
RESTRICTED NATURE OF SUCH SHARES: It is understood and agreed that any and all shares purchased by Person2 (the "Restricted Shares") shall be subject to the following terms and conditions:
(a) Person2, for himself and for his heirs, devisees, representatives, successors and assigns, covenants, promises and agrees that such he shall not voluntarily or involuntarily, by operation of law or otherwise, sell, assign, donate, hypothecate, pledge, grant a security interest in, encumber or other wise transfer, with or without consideration any or all of the Restricted Shares owned of record or beneficially by him except to Person1 her heirs, devisees, representatives, successors and assigns, pursuant to the terms and provisions of this Agreement.
(b) Person2 hereby acknowledges that the Common Stock of the Company acquired by him has not been registered under any state of federal securities laws. Person2 represents and warrants that he acquired his shares of stock of the Company without a view to, the offer, offer for sale, or the sale in connection with, the distribution of such shares of stock and that he will hold such shares of stock indefinitely unless subsequently registered under applicable securities laws or unless an exemption from such registration is available and an opinion of counsel for the Company, inform and substance satisfactory to the Company, is obtained to that effect. Each stock certificated of the Company representing Restricted Shares shall bear conspicuous legends in substantially the following forms:
The securities represented by this stock certificate have not been registered under the Securities Act of 1933, as amended, (the "Act") or applicable sate securities acts (the "State Acts") and shall not be sold, pledged, hypothecated, donated, or otherwise transferred (whether or not for consideration) by the holder except upon the issuance to [our company], Inc. (the "Company") of a favorable opinion of its counsel and the submission to the Company of such other evidence as may be satisfactory to counsel for the Company, in each such case to the effect that any such transfer shall not be in violation of the Act and the State Acts.
Any transfer of shares of stock represented by this certificate is subject to restrictions set forth in a separate Agreement, a copy of which is on file with the Company. Any transfer of stock other than in accordance with said Agreement shall be absolutely null and void.
(c) In the event that Person2 shall no longer wish to participate as an owner of the Company, Person2 shall sell and Person1 shall purchase all of Person2's stock in the Company of the same price paid for such shares by Person2, it being the intent of the parties that Person2 may remain an owner of an interest in the Company only so long as he participates in the Company, and that in the event that he is no longer participating in the Company the shares to be acquired by him hereunder shall be reconvened by him to Person1 on the terms set forth therein. It is also the intent of the parties that if the business increases in value in part due to his efforts that he shall be entitled to share in such increased value if the business is sold.
(i) In the event that substantially all of the assets of the business are sold to a third party in an arms-length transaction at a time when Person2 remains a partial owner of the Company, then after payment of the just debts of the Company and the expenses of sale, the net proceeds of such sale shall be divided among the shareholders in accordance with their respective percentages of ownership; and also provided that in the event of the failure or insolvency of the Company's businesses and/or dissolution of the Company, Person1 shall not be obligated to purchase Person2's shares.
(ii) The purchase and sale of Person2's shares shall be made in full within 90 days of the termination of his participation with the Company.
(iii) Simultaneously upon receipt of the purchase price, Person2 shall assign all of his shares of stock in the Company to Person1 by endorsement of each and every certificate representing such shares. In his absence or failure to assign such shares, Person2 irrevocably appoints the Secretary of the Company as his attorney-in-fact with full power and authority to execute, seal and deliver the stock certificate or certificates in his name and stead, and to perform any and all other further acts desirable, necessary or proper in order to transfer such stock certificate or certificates to in accordance with the terms, provisions and condition of this Agreement.
(d) Person2 shall have no right to proportionate distribution, pre-emptive rights or otherwise to purchase of any other shares issued by the Company in any manner or for any reason whatsoever, including but not limited to the granting of stock options to other employees of the Company.
VI. OBLIGATIONS AT CLOSING
EXECUTION AND DELIVERY OF DOCUMENTS: At Closing, Person1 shall deliver to the Secretary of the Company stock certificate No. ______ held by her representing _______ issued and outstanding shares of common stock in the Company for reissue of new certificates to her for _____ shares and to Person2 for ____ shares.
COSTS AND EXPENSES: The parties each agrees to bear their own costs in connection within the transaction, including but not limited to, the fees of Person1's attorney.
VII. MISCELLANEOUS
ENTIRE AGREEMENT: This Agreement contains the entire understanding of the parties with regard to the subject matter hereof and no warranties, representations, promises or agreements have been made between the parties other than as expressly herein set forth. This Agreement supersedes any previous agreement or understanding of the parties, and cannot be modified except by a written instrument executed by the parties hereto.
BINDING EFFECT: Upon execution, this Agreement shall be binding and enforceable, and shall inure to the benefit of the parties hereto, their successors, personal representatives, heirs and assigns.
SEVERABILITY: In the event that any provision of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, shall not be affected thereby, and effect shall be given to the intent manifested by the provisions, or portions thereof, held to be enforceable and valid.
CONTRUCTION: Throughout this Agreement the singular shall include the plural, and the plural shall include the singular, and masculine shall include feminine and neuter wherever the context so requires.
RIGHT TO COUNSEL: Person2 and Person1 hereby acknowledge that they have each had an opportunity to consult with an attorney, tax advisor, and other experts, and have done so to the extent of their desires.
GOVERNING LAW: This Agreement shall be governed by and construed under the laws of the State of Colorado and any action brought to enforce any of the terms hereof shall be brought in the courts based in the County of [our city], State of Colorado, and for this purpose each party hereby expressly and irrevocably consents to the jurisdiction of said courts and agrees that venue shall be proper in such courts.
CLOSING DATE: Closing shall occur as soon hereafter as is reasonably practical. The effective date of the within transaction shall be as of __________________________, 2015.
_____________________________________________ _______________________________________________
Person Uno Person Dos
My main concern is with any potential personal liability down the line, or diluting of my shares (therefore I'd earn less than 40% of the companies profit).
What if my business partner does something illegal?
What if they decide to dilute my shares? Can they do that?
Is there anything else that I'm missing?
notes; I believe the company is Incorporated in Colorado, so I think that limits the liability a bunch right?
::BELOW THIS IS OUR AGREEMENT::
STOCK PURCHASE AGREEMENT
THIS AGREEMENT, made this ______ day of ____________________, 20____, by and between Person Uno (hereinafter "Person1"), and Person Dos (hereinafter "Person2");
WHEREAS, as of the date hereof, Person1 is the owner of all of the issued and outstanding stock of [our company], Inc., a Colorado corporation (hereinafter known as the "Company") which owns a translation business operating under the name [our company], located at [our address]; and,
WHEREAS, Person2 is a key contributor to the Company such that Person1 believes that Person2's continued service to the Company is beneficial to and in the best interest of the Company by selling to him on favorable terms a portion of the stock of the Company so that he may share in the future fortunes of the Company; and,
WHEREAS, Person1 desires to sell and Person2 desires to purchase 40 shares of common stock of, which shares currently represent ownership of 40 percent of all shares of common stock in the Company; and,
NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties hereto agree as follows:
I. SALE OF STOCK
SALE OF STOCK: Person1 shall sell, assign, transfer and deliver to Person2 and Person2 shall purchase and accept at Closing, 40 shares of the common stock of the Company in accordance with the terms and conditions set forth below.
II. PURCHASE PRICE
PURCHASE PRICE: The Purchase Price shall be the sum of _______, which shall be payable in cash at closing.
III. RESTRICTED SHARES
RESTRICTED NATURE OF SUCH SHARES: It is understood and agreed that any and all shares purchased by Person2 (the "Restricted Shares") shall be subject to the following terms and conditions:
(a) Person2, for himself and for his heirs, devisees, representatives, successors and assigns, covenants, promises and agrees that such he shall not voluntarily or involuntarily, by operation of law or otherwise, sell, assign, donate, hypothecate, pledge, grant a security interest in, encumber or other wise transfer, with or without consideration any or all of the Restricted Shares owned of record or beneficially by him except to Person1 her heirs, devisees, representatives, successors and assigns, pursuant to the terms and provisions of this Agreement.
(b) Person2 hereby acknowledges that the Common Stock of the Company acquired by him has not been registered under any state of federal securities laws. Person2 represents and warrants that he acquired his shares of stock of the Company without a view to, the offer, offer for sale, or the sale in connection with, the distribution of such shares of stock and that he will hold such shares of stock indefinitely unless subsequently registered under applicable securities laws or unless an exemption from such registration is available and an opinion of counsel for the Company, inform and substance satisfactory to the Company, is obtained to that effect. Each stock certificated of the Company representing Restricted Shares shall bear conspicuous legends in substantially the following forms:
The securities represented by this stock certificate have not been registered under the Securities Act of 1933, as amended, (the "Act") or applicable sate securities acts (the "State Acts") and shall not be sold, pledged, hypothecated, donated, or otherwise transferred (whether or not for consideration) by the holder except upon the issuance to [our company], Inc. (the "Company") of a favorable opinion of its counsel and the submission to the Company of such other evidence as may be satisfactory to counsel for the Company, in each such case to the effect that any such transfer shall not be in violation of the Act and the State Acts.
Any transfer of shares of stock represented by this certificate is subject to restrictions set forth in a separate Agreement, a copy of which is on file with the Company. Any transfer of stock other than in accordance with said Agreement shall be absolutely null and void.
(c) In the event that Person2 shall no longer wish to participate as an owner of the Company, Person2 shall sell and Person1 shall purchase all of Person2's stock in the Company of the same price paid for such shares by Person2, it being the intent of the parties that Person2 may remain an owner of an interest in the Company only so long as he participates in the Company, and that in the event that he is no longer participating in the Company the shares to be acquired by him hereunder shall be reconvened by him to Person1 on the terms set forth therein. It is also the intent of the parties that if the business increases in value in part due to his efforts that he shall be entitled to share in such increased value if the business is sold.
(i) In the event that substantially all of the assets of the business are sold to a third party in an arms-length transaction at a time when Person2 remains a partial owner of the Company, then after payment of the just debts of the Company and the expenses of sale, the net proceeds of such sale shall be divided among the shareholders in accordance with their respective percentages of ownership; and also provided that in the event of the failure or insolvency of the Company's businesses and/or dissolution of the Company, Person1 shall not be obligated to purchase Person2's shares.
(ii) The purchase and sale of Person2's shares shall be made in full within 90 days of the termination of his participation with the Company.
(iii) Simultaneously upon receipt of the purchase price, Person2 shall assign all of his shares of stock in the Company to Person1 by endorsement of each and every certificate representing such shares. In his absence or failure to assign such shares, Person2 irrevocably appoints the Secretary of the Company as his attorney-in-fact with full power and authority to execute, seal and deliver the stock certificate or certificates in his name and stead, and to perform any and all other further acts desirable, necessary or proper in order to transfer such stock certificate or certificates to in accordance with the terms, provisions and condition of this Agreement.
(d) Person2 shall have no right to proportionate distribution, pre-emptive rights or otherwise to purchase of any other shares issued by the Company in any manner or for any reason whatsoever, including but not limited to the granting of stock options to other employees of the Company.
VI. OBLIGATIONS AT CLOSING
EXECUTION AND DELIVERY OF DOCUMENTS: At Closing, Person1 shall deliver to the Secretary of the Company stock certificate No. ______ held by her representing _______ issued and outstanding shares of common stock in the Company for reissue of new certificates to her for _____ shares and to Person2 for ____ shares.
COSTS AND EXPENSES: The parties each agrees to bear their own costs in connection within the transaction, including but not limited to, the fees of Person1's attorney.
VII. MISCELLANEOUS
ENTIRE AGREEMENT: This Agreement contains the entire understanding of the parties with regard to the subject matter hereof and no warranties, representations, promises or agreements have been made between the parties other than as expressly herein set forth. This Agreement supersedes any previous agreement or understanding of the parties, and cannot be modified except by a written instrument executed by the parties hereto.
BINDING EFFECT: Upon execution, this Agreement shall be binding and enforceable, and shall inure to the benefit of the parties hereto, their successors, personal representatives, heirs and assigns.
SEVERABILITY: In the event that any provision of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, shall not be affected thereby, and effect shall be given to the intent manifested by the provisions, or portions thereof, held to be enforceable and valid.
CONTRUCTION: Throughout this Agreement the singular shall include the plural, and the plural shall include the singular, and masculine shall include feminine and neuter wherever the context so requires.
RIGHT TO COUNSEL: Person2 and Person1 hereby acknowledge that they have each had an opportunity to consult with an attorney, tax advisor, and other experts, and have done so to the extent of their desires.
GOVERNING LAW: This Agreement shall be governed by and construed under the laws of the State of Colorado and any action brought to enforce any of the terms hereof shall be brought in the courts based in the County of [our city], State of Colorado, and for this purpose each party hereby expressly and irrevocably consents to the jurisdiction of said courts and agrees that venue shall be proper in such courts.
CLOSING DATE: Closing shall occur as soon hereafter as is reasonably practical. The effective date of the within transaction shall be as of __________________________, 2015.
_____________________________________________ _______________________________________________
Person Uno Person Dos
