Stock Purchase Agreement Sample Contracts

Horace Mann Educators Corp /De/ – Execution Version STOCK PURCHASE AGREEMENT AMONG HORACE MANN EDUCATORS CORPORATION, AND ROBERT PAGLIONE, PAGLIONE FAMILY IRREVOCABLE TRUST F/B/O ADAM PAGLIONE, PAGLIONE FAMILY IRREVOCABLE TRUST F/B/O LISA AND JORGE ARROYO, BEAU ADAMS AND BENEFIT CONSULTANTS GROUP, INC. DATED AS OF OCTOBER 30, 2018 40733748.21 (March 1st, 2019)
Opko Health, Inc. – STOCK PURCHASE AGREEMENT (March 1st, 2019)

This Stock Purchase Agreement is dated as of November 8, 2018 (this “Agreement”), between OPKO Health, Inc., a Delaware corporation (the “Company”), and __________________ (the “Purchaser”).

Mercantil Bank Holding Corp – MERCANTIL BANK HOLDING CORPORATION FORM OF CLASS A STOCK PURCHASE AGREEMENT (March 1st, 2019)

This Stock Purchase Agreement (this “Agreement”) is dated as of February 25, 2019, by and among Mercantil Bank Holding Corporation, a Florida corporation (the “Company”), and to the purchaser identified on the signature page hereto (the “Purchaser”).

Liberated Solutions, Inc. – STOCK PURCHASE AGREEMENT (March 1st, 2019)

This Stock Purchase Agreement (the “Agreement”) is entered into as of February 28, 2019, with an effective date of March 1, 2019 (the “Effective Date”), by and among Liberated Solutions, Inc. (f/k/a The Go Eco Group, f/k/a Liberated Energy, Inc.), a Nevada corporation (“Liberated”), CigaWatt, Inc., a Missouri corporation (“CigaWatt”), and each of the shareholders of CigaWatt identified on the signature pages hereto. Such shareholders own 100% of the capital stock in CigaWatt and are sometimes referred to herein as the “Shareholders”. The parties shall be collectively referred to herein as the “Parties” and individually, a “Party.” In consideration of the mutual promises contained herein, intending to be legally bound, the Shareholders, Liberated and Company hereby agree as follows:

DPW Holdings, Inc. – DPW Holdings, Inc. Announces $2.5M Stock Purchase Agreement with Ault & Company, Inc. (February 28th, 2019)

Newport Beach, CA, February 28, 2019 -- DPW Holdings, Inc. (NYSE American: DPW) a diversified holding company (“DPW” or the “Company”) announced it has signed a stock purchase agreement with Ault & Company, Inc., a Delaware corporation. The closing of the proposed $2,500,000 transaction with Ault & Company is subject to approval by the NYSE American.

BankFinancial CORP – STOCK PURCHASE AGREEMENT (February 27th, 2019)

This STOCK PURCHASE AGREEMENT (this "Agreement") is made as of February 26, 2019, by and among (i) FINANCIAL EDGE FUND, L.P., FINANCIAL EDGE - STRATEGIC FUND, L.P., PL CAPITAL/FOCUSED FUND, L.P., and GOODBODY/PL CAPITAL, L.P., (individually, each a "Seller" and collectively, the "Sellers"), and (ii) BANKFINANCIAL CORPORATION, a Maryland corporation (the "Company").

GigCapital, Inc. – STOCK PURCHASE AGREEMENT (February 26th, 2019)

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of February 22, 2019 (the “Agreement Date”) by and among GigCapital, Inc., a Delaware corporation (“Buyer”), Kaleyra S.p.A., a company with shares formed under the laws of Italy (“Company”), the holders of Company Stock (as such term is defined below) identified on Schedule I to this Agreement (the “Sellers”), and Shareholder Representative Services LLC, a Colorado limited liability company, as representative for the Company Stockholders (the “Seller Representative”). Buyer, Company and Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.

Voyager Therapeutics, Inc. – STOCK PURCHASE AGREEMENT By and Between NEUROCRINE BIOSCIENCES, INC. AND VOYAGER THERAPEUTICS, INC. Dated as of January 28, 2019 (February 26th, 2019)

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 28, 2019 (the “Signing Date”), by and between Neurocrine Biosciences, Inc. (the “Investor”), a  Delaware corporation with its principal place of business at 12780 El Camino Real, San Diego, CA 92130, and Voyager Therapeutics, Inc. (the “Company”), a Delaware corporation, with its principal place of business at 75 Sidney Street, Cambridge,  MA 02139.

VBI Vaccines Inc/Bc – STOCK PURCHASE AGREEMENT (February 25th, 2019)

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 4, 2018, by and between VBI Vaccines Inc., a British Columbia corporation (the “Company”), and Brii Biosciences Limited, an exempted company organized under the laws of the Cayman Islands (“Investor”).

Nanometrics Inc – STOCK PURCHASE AGREEMENT (February 25th, 2019)

This Stock Purchase Agreement (this “Agreement”) is entered into on October 26, 2018, by and among (i) 4D Technology Corporation, an Arizona corporation (the “Company”), (ii) Nanometrics Incorporated, a Delaware corporation (“Purchaser”, (iii) each of the individuals signatory hereto under the heading “Sellers” on the signature pages hereto (the “Sellers”), and (v) Dr. James Wyant, as the representative of the Sellers (the “Representative”). Each of the above referenced parties is sometimes herein referred to individually as a “Party” and collectively as the “Parties.”

Rezolute, Inc. – AMENDMENT NO. 2 TO THE STOCK PURCHASE AGREEMENT (February 14th, 2019)

THIS AMENDMENT NO. 2 (this “Amendment”) to that certain Common Stock Purchase Agreement dated as of December 6, 2017, by and between XOMA (US) LLC, a Delaware limited liability company (“XOMA”), having an address of 2200 Powell Street, Suite 310, Emeryville, CA 94608 and Rezolute, Inc. (formerly known as AntriaBio, Inc.), a Delaware corporation (“Rezolute”), having an address of 1450 Infinite Drive, Louisville, CO 80027, as amended by Amendment No. 1 dated March 30, 2018 (the “Stock Purchase Agreement”), is entered into by and between XOMA and Rezolute effective as of January 7, 2019 (the “Effective Date”). Each of XOMA and Rezolute may be referred to herein as a “Party”, or jointly as the “Parties”. Terms used but not otherwise defined herein shall have the meanings ascribed to them in the License Agreement.

Addvantage Technologies Group Inc – STOCK PURCHASE AGREEMENT (February 12th, 2019)
Evi Industries, Inc. – STOCK PURCHASE AGREEMENT among PAC INDUSTRIES, INC., FIRST BANKERS TRUST SERVICES, INC., as the Trustee of the PAC INDUSTRIES, INC. EMPLOYEE STOCK OWNERSHIP TRUST KAITLYN A. COSTABILE, PHILIP A. COSTABILE II, CHRISTINA MARIE COSTABILE, EMILY M. BRADBURY, KARRAH D. DEVLIN, SOMMER COSTABILE AND ROCCO J. COSTABILE, FRANK COSTABILE, as Representative of the Warrant Holders and EVI INDUSTRIES, INC. dated as of January 18, 2019 (February 11th, 2019)

This Stock Purchase Agreement (this “Agreement”), dated as of January 18, 2019, is entered into by and among PAC INDUSTRIES, INC., a Pennsylvania corporation (the “Company”), the PAC INDUSTRIES, INC. EMPLOYEE STOCK OWNERSHIP TRUST (“Trust”) acting herein through FIRST BANKERS TRUST SERVICES, INC. (“FBTS” or “Trustee”), not in an individual or corporate capacity but solely as Trustee of the Trust established in connection with the PAC INDUSTRIES, INC. EMPLOYEE STOCK OWNERSHIP PLAN (the “Plan”) (the Plan and the Trust referred to herein collectively as the “ESOP” or “Seller”), KAITLYN A. COSTABILE, PHILIP A. COSTABILE II, CHRISTINA MARIE COSTABILE, EMILY M. BRADBURY, KARRAH D. DEVLIN, SOMMER COSTABILE AND ROCCO J. COSTABILE (each, a “Warrant Holder,” and collectively, “Warrant Holders”), Frank Costabile, not in an individual capacity but in his capacity as the representative of the Warrant Holders (the “Warrant Holder Representative”), and EVI INDUSTRIES, INC., a Delaware corporation (“B

Neurocrine Biosciences Inc – STOCK PURCHASE AGREEMENT By and Between NEUROCRINE BIOSCIENCES, INC. AND VOYAGER THERAPEUTICS, INC. Dated as of January 28, 2019 (February 8th, 2019)

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 28, 2019 (the “Signing Date”), by and between Neurocrine Biosciences, Inc. (the “Investor”), a Delaware corporation with its principal place of business at 12780 El Camino Real, San Diego, CA 92130, and Voyager Therapeutics, Inc. (the “Company”), a Delaware corporation, with its principal place of business at 75 Sidney Street, Cambridge, MA 02139.

Arrowhead Pharmaceuticals, Inc. – STOCK PURCHASE AGREEMENT (February 7th, 2019)

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 3, 2018, (the “Effective Date”) by and between Johnson & Johnson Innovation-JJDC, Inc. (the “Investor”), a New Jersey corporation with its principal place of business at 410 George Street, New Brunswick, New Jersey 08901, and Arrowhead Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, with its principal place of business at 225 S. Lake Avenue, Suite 1050, Pasadena, California 91101.

EVO Transportation & Energy Services, Inc. – AMENDMENT To STOCK PURCHASE AGREEMENT (February 7th, 2019)

THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made effective as of February 1, 2019, by and between EVO Equipment Leasing, LLC, a Delaware limited liability company (“Buyer”), John Lampsa, an individual resident of Wisconsin, and Ursula Lampsa, an individual resident of Wisconsin (together with John Lampsa, the “Equity Holders” and each, an “Equity Holder”). Capitalized terms used herein and not otherwise defined have the meanings given to such terms in in the Original Agreement (as defined below).

Teo Foods Inc – STOCK PURCHASE AGREEMENT (February 6th, 2019)

Amendment 2 to the STOCK PURCHASE AGREEMENT by and among TEO FOODS, INC., a Nevada corporation (“Buyer”), NERYS USA INC., a Nevada corporation, each of the Persons set forth on Schedule A thereto (“Sellers”), and COMERCIAL TARGA, S.A. de C.V., a Mexican corporation (the “Company”).

Cuentas Inc. – Cuentas Rescinds Limecom Stock Purchase Agreement and Reduces Debt by Over $3.3 Million (February 5th, 2019)

MIAMI, Feb. 05, 2019 (GLOBE NEWSWIRE) -- Cuentas, Inc. (CUENTAS) (OTCQB:CUEN), a Financial Technology (FinTech) service provider delivering mobile banking, online banking, prepaid debit and digital content services to unbanked, underbanked and underserved communities, announced today that it has rescinded its Stock Purchase Agreement with Limecom, Inc. which will further reduce its debt by over $3.3 Million.

Spectrum Global Solutions, Inc. – STOCK PURCHASE AGREEMENT (January 31st, 2019)

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of January 4, 2019, by and among InterCloud Systems, Inc., a Delaware corporation (the “Seller”); TNS, Inc. (aka Telnet Solutions) (the “Company”), and Spectrum Global Solutions, Inc., a Nevada corporation (“Buyer”). Buyer, the Seller and the Company are each a “Party” to this Agreement and are sometimes referred to hereinafter collectively as the “Parties.”

Rand Capital Corp – STOCK PURCHASE AGREEMENT by and among EAST ASSET MANAGEMENT, LLC, RAND CAPITAL CORPORATION, and, SOLELY FOR PURPOSES OF BEING BOUND BY SECTIONS 7.10 AND 10.9(A) AND DATED AS OF JANUARY 24, 2019 (January 25th, 2019)

STOCK PURCHASE AGREEMENT, dated as of January 24, 2019 (this “Agreement”), by and among East Asset Management, LLC, a Delaware limited liability company (“East”), Rand Capital Corporation, a New York corporation (“Rand”) and, solely for purposes of being bound by Sections 7.10 and 10.9(a) and (b), Rand Capital Management LLC, a Delaware limited liability company (“NEWCO”). Each of East, Rand and, solely for purposes of being bound by Sections 7.10 and 10.9(a) and (b), NEWCO, may, from time to time, be referred to individually herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Article I.

Crawford & Co – STOCK PURCHASE AGREEMENT (January 23rd, 2019)

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of January 22, 2019 by and among Crawford & Company (“Buyer”), and _____________ (“Seller”). The Buyer and the Seller are sometimes collectively referred to herein as the “Parties” and individually as a “Party”.

Positive Physicians Holdings,inc. – AMENDMENT #2 TO STANDBY STOCK PURCHASE AGREEMENT (January 22nd, 2019)

This AMENDMENT #2 TO STANDBY STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 6, 2018, is entered into by and among Positive Physicians Holdings, Inc. a Pennsylvania corporation (the “Company”), Positive Physicians Insurance Exchange, a Pennsylvania domiciled reciprocal inter-insurance exchange (“PPIX”), Physician’s Insurance Program Exchange, a Pennsylvania domiciled reciprocal inter-insurance exchange (“PIPE”), and Professional Casualty Association, a Pennsylvania domiciled reciprocal inter-insurance exchange (“PCA”, and collectively with PPIX and PIPE, or each individually as the context requires, the “Exchanges”), and Insurance Capital Group, LLC (the “Standby Purchaser”).

Positive Physicians Holdings,inc. – STANDBY STOCK PURCHASE AGREEMENT (January 22nd, 2019)

This STANDBY STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 8, 2018, is entered into by and among Positive Physicians Holdings, Inc. a Pennsylvania corporation (the “Company”), Positive Physicians Insurance Exchange, a Pennsylvania domiciled reciprocal inter-insurance exchange (“PPIX”), Physician’s Insurance Program Exchange, a Pennsylvania domiciled reciprocal inter-insurance exchange (“PIPE”), and Professional Casualty Association, a Pennsylvania domiciled reciprocal inter-insurance exchange (“PCA”, and collectively with PPIX and PIPE, or each individually as the context requires, the “Exchanges”), and Insurance Capital Group, LLC (the “Standby Purchaser”).

Sharing Economy International Inc. – STOCK PURCHASE AGREEMENT (January 22nd, 2019)

This Stock Purchase Agreement (this “Agreement”) is dated as of 21st January 2019, between Sharing Economy International Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, a “Purchaser”).

Positive Physicians Holdings,inc. – AMENDMENT TO STANDBY STOCK PURCHASE AGREEMENT (January 22nd, 2019)

This AMENDMENT TO STANDBY STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 21, 2018, is entered into by and among Positive Physicians Holdings, Inc. a Pennsylvania corporation (the “Company”), Positive Physicians Insurance Exchange, a Pennsylvania domiciled reciprocal inter-insurance exchange (“PPIX”), Physician’s Insurance Program Exchange, a Pennsylvania domiciled reciprocal inter-insurance exchange (“PIPE”), and Professional Casualty Association, a Pennsylvania domiciled reciprocal inter-insurance exchange (“PCA”, and collectively with PPIX and PIPE, or each individually as the context requires, the “Exchanges”), and Insurance Capital Group, LLC (the “Standby Purchaser”).

Ability Inc. – AMENDED AND RESTATED STOCK PURCHASE AGREEMENT between ABILITY INC. and and (January 15th, 2019)

This Amended and Restated Stock Purchase Agreement (this “Agreement”), dated as of January 15, 2019, is entered into between [***] (“Seller”), Ability Inc., a company incorporated under the laws of the Cayman Islands (“Buyer”) and, with respect to Section 2.05 to this Agreement, TELCOSTAR PTE. LTD., a company organized and existing under the laws of Singapore (the “Company”).

Alpine 4 Technologies Ltd. – STOCK PURCHASE AGREEMENT among Alpine 4 Technologies, Ltd. and and and Shareholders of Morris Sheet Metal Corp. Dated as of 1/10/2019 (January 11th, 2019)

This Stock Purchase Agreement (this "Agreement") is entered into as of January 07 2019 (the "Effective Date") by and among Alpine 4 Technologies, Ltd., a Delaware corporation (the "Buyer"), Morris Sheet Metal Corp., an Indiana corporation ("MSM"), JTD Spiral, Inc. a wholly owned subsidiary of MSM, an Indiana corporation ("JTD Spiral"), Morris Enterprises LLC, an Indiana limited liability company ("Morris Enterprises") and Morris Transportation LLC, an Indiana limited liability company ("Morris Transportation" and, with MSM, JTD Spiral, and Morris Enterprises, each a "Company" and, collectively, the "Companies"), and James Morris, Daniel Morris and Timothy Morris (each a "Seller," and collectively, the "Sellers").  The Buyer, the Sellers, and the Companies may each be referred to herein as a "Party" and collectively as the "Parties."

Generex Biotechnology Corp – STOCK PURCHASE AGREEMENT (January 11th, 2019)

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), made effective January 7, 2019 (“Effective Date”) is entered into by and between REGENTYS CORPORATION, a Florida corporation (“Seller” or the “Corporation”) and GENEREX BIOTECHNOLOGY CORPORATION, a Delaware corporation, or an affiliate, (“Purchaser”). Seller and Purchaser are sometimes referred to individually as a “party”, collectively, as “parties.”

Generex Biotechnology Corp – STOCK PURCHASE AGREEMENT (January 11th, 2019)

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), made effective January ___, 2019 (“Effective Date”), is entered into by and between OLAREGEN THERAPEUTIX INC., a Delaware corporation (“Seller” or the “Corporation”) and GENEREX BIOTECHNOLOGY CORPORATION, a Delaware corporation, or an affiliate, (“Purchaser”). Seller and Purchaser are sometimes referred to individually as a “party”, collectively, as “parties.”

Intercloud Systems, Inc. – STOCK PURCHASE AGREEMENT (January 10th, 2019)

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of January 4, 2019, by and among InterCloud Systems, Inc., a Delaware corporation (the “Seller”); TNS, Inc. (aka Telnet Solutions) (the “Company”), and Spectrum Global Solutions, Inc., a Nevada corporation (“Buyer”). Buyer, the Seller and the Company are each a “Party” to this Agreement and are sometimes referred to hereinafter collectively as the “Parties.”

Spectrum Global Solutions, Inc. – STOCK PURCHASE AGREEMENT (January 10th, 2019)

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of January 4, 2019, by and among InterCloud Systems, Inc., a Delaware corporation (the “Seller”); TNS, Inc. (aka Telnet Solutions) (the “Company”), and Spectrum Global Solutions, Inc., a Nevada corporation (“Buyer”). Buyer, the Seller and the Company are each a “Party” to this Agreement and are sometimes referred to hereinafter collectively as the “Parties.”

Canbiola, Inc. – STOCK PURCHASE AGREEMENT (January 8th, 2019)

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of the ________________ 2018, by and between the undersigned person or entity purchasing Shares pursuant to this Agreement (“Investor”), and Canbiola, Inc., a Florida corporation (“Company”).

Luboa Group, Inc. – STOCK PURCHASE AGREEMENT (January 8th, 2019)

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of November 30, 2018 by and among, Jiang Feng, Purchasers’ Representative, representing the Purchasers shown in Exhibit D (“Purchaser”), Luboa Group, Inc., a Nevada corporation (the “Company”), and Hsin-Nan Lin (the “Selling Party”, and the “Executive”). The Purchaser, the Company and the Selling Party are sometimes collectively referred to herein as the “Parties” and individually referred to herein as a “Party.”

Nuvectra Corp – STOCK PURCHASE AGREEMENT among NUVECTRA CORPORATION, as Seller and NEL Group, Inc., as Buyer December 31, 2018 (January 7th, 2019)

This Stock Purchase Agreement (this “Agreement”), dated as of December 31, 2018, is entered into by and among Nuvectra Corporation, a Delaware corporation (“Seller”) and NEL Group, Inc., a Delaware corporation (“Buyer”).

OVERSTOCK.COM, Inc – STOCK PURCHASE AGREEMENT (December 28th, 2018)

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of December 21, 2018, by and among tZERO Group, Inc., a Delaware corporation (the “Purchaser”) and Richard N. Beckstrand, an individual and Steven Hopkins, an individual (collectively referred to herein as “Individual Sellers”), and Medici Ventures, Inc., a Delaware corporation (“MVI”) (Individual Sellers and MVI are collectively referred to herein as “Sellers”) which is the majority owner of Purchaser.