Stock Purchase Agreement - Arizona

STOCK PURCHASE AGREEMENT

(State of Arizona)

TABLE OF CONTENTS

1. Definitions
2. Purchase and Sale of Shares
3. Purchase Price and Payment
4. Representations and Warranties of the Seller
5. Representations and Warranties of the Buyer
6. Representations and Warranties of the Company
7. Covenants
8. Conditions to Closing
9. Indemnification
10. Termination
11. Dispute Resolution
12. General Provisions
13. Execution

RECITALS

STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of [__/__/____] (the "Effective Date"), by and among:

SELLER:
Name: [________________________________]
A [________________________________] organized under the laws of [________________________________]
Address: [________________________________]
(hereinafter referred to as "Seller")

BUYER:
Name: [________________________________]
A [________________________________] organized under the laws of [________________________________]
Address: [________________________________]
(hereinafter referred to as "Buyer")

COMPANY:
Name: [________________________________]
An Arizona corporation
Principal Office: [________________________________]
(hereinafter referred to as the "Company")

Seller, Buyer, and Company are each referred to herein as a "Party" and collectively as the "Parties."

WHEREAS, Seller is the record and beneficial owner of [________________________________] shares of [________________________________] stock, par value $[____] per share (the "Shares"), of the Company, representing [____]% of the issued and outstanding shares of the Company;

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Shares on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the Company is a corporation duly organized and existing under the Arizona Business Corporation Act (A.R.S. Title 10, Chapters 1 through 17);

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 — DEFINITIONS

1.1 As used in this Agreement, the following terms shall have the meanings set forth below:

(a) "ACC" means the Arizona Corporation Commission.

(b) "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

(c) "Arizona Business Corporation Act" or "ABCA" means the Arizona Business Corporation Act, A.R.S. Title 10, Chapters 1 through 17, as amended from time to time.

(d) "Arizona Securities Act" means the Arizona Securities Act, A.R.S. Title 44, Chapter 12, as amended from time to time.

(e) "Business Day" means any day other than a Saturday, Sunday, or any day on which banking institutions in Phoenix, Arizona are authorized or required to close.

(f) "Closing" means the consummation of the transactions contemplated by this Agreement.

(g) "Closing Date" means the date on which the Closing occurs, as specified in Section 3.3.

(h) "Encumbrance" means any lien, pledge, mortgage, charge, security interest, restriction, claim, option, right of first refusal, preemptive right, or other encumbrance of any kind.

(i) "GAAP" means generally accepted accounting principles in the United States, consistently applied.

(j) "Governmental Authority" means any federal, state, local, or foreign government or any court, administrative agency, commission, or other governmental authority or instrumentality, including the ACC.

(k) "Knowledge" means, with respect to any Person, the actual knowledge of such Person after reasonable inquiry.

(l) "Law" means any statute, law, ordinance, regulation, rule, code, order, or other requirement of any Governmental Authority, including the ABCA and the Arizona Securities Act.

(m) "Material Adverse Effect" means any event, occurrence, fact, condition, or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (i) the business, results of operations, condition (financial or otherwise), or assets of the Company, or (ii) the ability of any Party to consummate the transactions contemplated hereby.

(n) "Permitted Encumbrances" means (i) statutory liens for taxes not yet due and payable or being contested in good faith by appropriate proceedings, (ii) mechanics', carriers', workers', repairers', and similar liens, and (iii) zoning, entitlement, and other land use and environmental regulations.

(o) "Person" means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, or other entity.

(p) "Purchase Price" has the meaning set forth in Section 3.1.

(q) "Securities Act" means the Securities Act of 1933, as amended.

(r) "Shares" has the meaning set forth in the Recitals.

(s) "Transaction Documents" means this Agreement and all schedules, exhibits, certificates, and other documents delivered or to be delivered in connection herewith.

ARTICLE 2 — PURCHASE AND SALE OF SHARES

2.1 Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer, convey, and deliver to Buyer, and Buyer shall purchase, acquire, and accept from Seller, the Shares, free and clear of all Encumbrances (other than Permitted Encumbrances and restrictions under applicable federal and state securities laws).

2.2 Transfer of Shares. At the Closing, Seller shall deliver to Buyer:

(a) Stock certificate(s) representing the Shares, duly endorsed in blank or accompanied by duly executed stock powers in blank, in proper form for transfer, with all applicable transfer stamps affixed thereto;

(b) Evidence satisfactory to Buyer that any transfer restrictions applicable to the Shares under A.R.S. § 10-627, the Company's articles of incorporation, bylaws, or any shareholder agreement have been satisfied or waived;

(c) A certificate of good standing issued by the ACC for the Company, dated not more than thirty (30) days prior to the Closing Date; and

(d) Such other documents and instruments as Buyer may reasonably request to effect the transfer of the Shares.

2.3 Company Transfer Records. The Company shall, promptly following the Closing, record the transfer of the Shares on its stock ledger and issue new stock certificate(s) in the name of Buyer, subject to any applicable legends required under A.R.S. § 10-627 (restrictions on transfer of shares) or applicable securities laws.

2.4 Stock Transfer Restrictions Under Arizona Law. The Parties acknowledge that under A.R.S. § 10-627, the articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares. Any such restriction is valid and enforceable against the holder or a transferee if the restriction is authorized by A.R.S. § 10-627 and its existence is noted conspicuously on the front or back of the stock certificate. A restriction on transfer does not affect shares issued before the restriction was adopted unless the holders were parties to the restriction agreement or voted in favor of the restriction.

2.5 Further Assurances. Each Party shall, at any time and from time to time after the Closing, execute and deliver such additional documents and instruments and take such further actions as may be necessary or desirable to carry out the purposes of this Agreement.

ARTICLE 3 — PURCHASE PRICE AND PAYMENT

3.1 Purchase Price. The aggregate purchase price for the Shares shall be $[________________________________] (the "Purchase Price"), subject to adjustment as set forth in this Article 3.

3.2 Payment of Purchase Price. The Purchase Price shall be paid as follows:

☐ (a) Lump Sum at Closing. The full Purchase Price shall be paid at the Closing by wire transfer of immediately available funds to Seller's designated account.

☐ (b) Installment Payments. The Purchase Price shall be paid as follows:

• $[________________________________] at the Closing; and
• The remaining balance of $[________________________________] in [____] equal installments of $[________________________________] each, payable on the [____] day of each [month/quarter] commencing on [__/__/____], pursuant to a promissory note in the form attached hereto as Exhibit A.

☐ (c) Escrow. $[________________________________] of the Purchase Price (the "Escrow Amount") shall be deposited into an escrow account with [________________________________] (the "Escrow Agent") at the Closing, to be released in accordance with the Escrow Agreement in the form attached hereto as Exhibit B.

3.3 Closing. The Closing shall take place at [________________________________], or remotely by exchange of documents and signatures, on [__/__/____], or on such other date and at such other place as the Parties may mutually agree in writing (the "Closing Date").

3.4 Purchase Price Adjustment.

(a) Within [____] days after the Closing Date, the Company shall deliver to Buyer a balance sheet of the Company as of the Closing Date (the "Closing Balance Sheet"), prepared in accordance with GAAP.

(b) The Purchase Price shall be adjusted upward or downward on a dollar-for-dollar basis to the extent that the net asset value of the Company as reflected on the Closing Balance Sheet exceeds or is less than $[________________________________] (the "Target Net Asset Value").

(c) Any dispute regarding the Closing Balance Sheet or the Purchase Price adjustment shall be resolved by an independent certified public accountant mutually agreed upon by the Parties (the "Independent Accountant"), whose determination shall be final and binding.

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF THE SELLER

Seller represents and warrants to Buyer that, as of the Effective Date and as of the Closing Date:

4.1 Authority and Capacity. Seller has full legal right, power, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. If Seller is an entity, Seller is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization.

4.2 Title to Shares. Seller is the record and beneficial owner of the Shares, free and clear of all Encumbrances (other than restrictions imposed by applicable securities laws and any restrictions noted on the stock certificates pursuant to A.R.S. § 10-627). Seller has good and marketable title to the Shares.

4.3 No Conflicts. The execution, delivery, and performance of this Agreement by Seller does not and will not (i) violate any Law applicable to Seller, (ii) conflict with or result in a breach of any agreement to which Seller is a party, or (iii) require the consent of any Person except as set forth on Schedule 4.3.

4.4 Valid and Binding Obligation. This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting creditors' rights generally.

4.5 No Litigation. There is no action, suit, proceeding, or investigation pending or, to Seller's Knowledge, threatened against Seller that would affect Seller's ability to consummate the transactions contemplated hereby.

4.6 No Brokers. Seller has not engaged any broker, finder, or investment banker in connection with the transactions contemplated by this Agreement, and no broker, finder, or investment banker is entitled to any fee or commission from Buyer in connection herewith.

4.7 Tax Matters. Seller has filed all tax returns required to be filed by Seller relating to the Shares and has paid all taxes owed with respect to the Shares. There are no tax liens or encumbrances on the Shares.

ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF THE BUYER

Buyer represents and warrants to Seller that, as of the Effective Date and as of the Closing Date:

5.1 Authority and Capacity. Buyer has full legal right, power, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. If Buyer is an entity, Buyer is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization.

5.2 No Conflicts. The execution, delivery, and performance of this Agreement by Buyer does not and will not violate any Law applicable to Buyer or conflict with or result in a breach of any agreement to which Buyer is a party.

5.3 Valid and Binding Obligation. This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

5.4 Investment Intent. Buyer is acquiring the Shares for Buyer's own account, for investment purposes only, and not with a view toward, or for resale in connection with, the public sale or distribution thereof. Buyer acknowledges that the Shares have not been registered under the Securities Act or the Arizona Securities Act (A.R.S. Title 44, Chapter 12) and cannot be sold or transferred except in compliance with applicable federal and state securities laws.

5.5 Accredited Investor Status.

☐ Buyer is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act.

☐ Buyer is not an accredited investor but has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment.

5.6 Access to Information. Buyer has been given the opportunity to (i) ask questions of, and receive answers from, the Company and Seller concerning the terms and conditions of the Shares and the business and financial condition of the Company, and (ii) obtain such additional information necessary to verify the accuracy of the information provided.

5.7 Financial Capacity. Buyer has sufficient funds or committed financing available to pay the Purchase Price at the Closing.

5.8 No Brokers. Buyer has not engaged any broker, finder, or investment banker in connection with the transactions contemplated by this Agreement.

5.9 Compliance with Arizona Securities Act. Buyer understands that the sale of the Shares is intended to be exempt from registration under the Arizona Securities Act pursuant to one or more of the following exemptions (check all that apply):

☐ A.R.S. § 44-1844(A)(1) — Private offering (transactions not involving any public offering)
☐ A.R.S. § 44-1844(A)(9) — Isolated transactions by non-issuer
☐ Rule 126 (Arizona private placement — aggregate offering price not exceeding $5 million, no more than 35 purchasers)
☐ Federal covered security preemption (Rule 506 offering)
☐ Other: [________________________________]

ARTICLE 6 — REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Buyer that, as of the Effective Date and as of the Closing Date:

6.1 Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Arizona and the ABCA. The Company has all requisite corporate power and authority to own its properties and assets and to conduct its business as presently conducted. The Company is in good standing with the ACC.

6.2 Capitalization. The authorized capital stock of the Company consists of [________________________________] shares of [________________________________] stock, par value $[____] per share, of which [________________________________] shares are issued and outstanding. All outstanding shares have been duly authorized, validly issued, fully paid, and nonassessable in accordance with A.R.S. § 10-601 and A.R.S. § 10-621. There are no outstanding options, warrants, convertible securities, or other rights to acquire shares of the Company's stock.

6.3 No Conflicts. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of the Company's articles of incorporation or bylaws or any agreement to which the Company is a party.

6.4 Financial Statements. The Company has delivered to Buyer true and complete copies of the following financial statements (the "Financial Statements"):

(a) Audited balance sheet and income statement for the fiscal year(s) ended [________________________________]; and

(b) Unaudited interim balance sheet and income statement for the [____]-month period ended [________________________________].

The Financial Statements have been prepared in accordance with GAAP and fairly present in all material respects the financial condition of the Company as of the dates, and for the periods, indicated.

6.5 Absence of Undisclosed Liabilities. The Company does not have any liabilities or obligations (whether absolute, accrued, contingent, or otherwise) except (i) those reflected or reserved against in the Financial Statements and (ii) those incurred in the ordinary course of business since the date of the most recent Financial Statements.

6.6 Compliance with Laws. The Company is in compliance in all material respects with all applicable Laws, including the ABCA and all filing requirements of the ACC. The Company has filed all required annual reports with the ACC and has maintained its statutory agent in accordance with A.R.S. § 10-502.

6.7 Material Contracts. Schedule 6.7 sets forth a complete and accurate list of all Material Contracts to which the Company is a party. For purposes of this Agreement, "Material Contract" means any contract, agreement, or arrangement to which the Company is a party involving obligations or payments in excess of $[________________________________].

6.8 Litigation. Except as set forth on Schedule 6.8, there is no action, suit, proceeding, investigation, or claim pending or, to the Company's Knowledge, threatened against the Company.

6.9 Tax Matters. The Company has timely filed all federal, state, and local tax returns required to be filed, including all Arizona transaction privilege tax returns, and has paid all taxes due and payable.

6.10 Employees and Benefits. Schedule 6.10 sets forth a list of all employees and all employee benefit plans maintained by the Company.

6.11 Environmental Matters. The Company is in material compliance with all applicable environmental Laws, including any applicable requirements of the Arizona Department of Environmental Quality.

6.12 Intellectual Property. Schedule 6.12 sets forth a complete list of all patents, trademarks, trade names, copyrights, and other intellectual property owned by or licensed to the Company.

6.13 Real Property. Schedule 6.13 describes all real property owned or leased by the Company.

6.14 Insurance. The Company maintains insurance policies covering its assets and operations that are customary for businesses of the type conducted by the Company. Schedule 6.14 lists all current insurance policies.

ARTICLE 7 — COVENANTS

7.1 Conduct of Business Pending Closing. From the Effective Date through the Closing Date, the Company shall:

(a) Conduct its business in the ordinary course consistent with past practice;

(b) Preserve its business organization, relationships with customers and suppliers, and the services of its officers and employees;

(c) Not issue any shares of stock, options, warrants, or other securities without the prior written consent of Buyer;

(d) Not declare or pay any dividends or make any distributions to shareholders;

(e) Not enter into any material contract or amend or terminate any existing material contract;

(f) Not incur any indebtedness in excess of $[________________________________];

(g) Not sell, transfer, or dispose of any material assets outside the ordinary course of business;

(h) Not amend its articles of incorporation or bylaws; and

(i) Promptly notify Buyer of any event that could have a Material Adverse Effect.

7.2 Access to Information. From the Effective Date through the Closing Date, the Company shall provide Buyer and its representatives with reasonable access to the Company's books, records, properties, and personnel.

7.3 Confidentiality. Each Party shall maintain the confidentiality of all non-public information received from the other Parties in connection with this Agreement.

7.4 Regulatory Filings. The Parties shall cooperate in making all filings and obtaining all approvals required to consummate the transactions contemplated by this Agreement, including:

(a) Any filings required by the ACC;

(b) Any filings required under the Arizona Securities Act (A.R.S. Title 44, Chapter 12), including any Form D filing required under Regulation D;

(c) Federal securities filings; and

(d) Any other applicable regulatory requirement.

7.5 Shareholder and Board Approval. To the extent required by the ABCA, the Company's articles of incorporation, or the Company's bylaws, the Company shall obtain shareholder and/or board of directors approval of the transactions contemplated by this Agreement.

7.6 Transfer Restriction Compliance. The Parties acknowledge that the Shares may be subject to transfer restrictions pursuant to A.R.S. § 10-627, the Company's articles of incorporation, bylaws, or any shareholder agreement. Seller and the Company shall take all actions necessary to comply with or obtain waivers of such restrictions prior to the Closing.

7.7 Non-Competition. [If applicable] Seller agrees that for a period of [____] years following the Closing Date, Seller shall not, directly or indirectly, engage in any business that competes with the business of the Company within the State of Arizona and within [____] miles of any office or location of the Company.

7.8 Non-Solicitation. [If applicable] Seller agrees that for a period of [____] years following the Closing Date, Seller shall not, directly or indirectly, solicit or hire any employee of the Company.

ARTICLE 8 — CONDITIONS TO CLOSING

8.1 Conditions to Buyer's Obligations. The obligations of Buyer to consummate the Closing are subject to the satisfaction (or waiver by Buyer) of the following conditions:

(a) The representations and warranties of Seller and the Company set forth in this Agreement shall be true and correct in all material respects as of the Closing Date;

(b) Seller and the Company shall have performed and complied with all covenants and agreements required to be performed or complied with prior to or on the Closing Date;

(c) No action, suit, or proceeding shall be pending or threatened before any Governmental Authority that seeks to restrain or prohibit the consummation of the transactions contemplated by this Agreement;

(d) Buyer shall have received all documents required to be delivered by Seller and the Company at the Closing;

(e) All required consents, approvals, and waivers shall have been obtained, including any required under A.R.S. § 10-627;

(f) Since the Effective Date, there shall not have occurred any Material Adverse Effect;

(g) Buyer shall have received a certificate of good standing for the Company issued by the ACC dated no more than thirty (30) days prior to the Closing Date; and

(h) Buyer shall have completed its due diligence investigation of the Company and the results shall be satisfactory to Buyer.

8.2 Conditions to Seller's Obligations. The obligations of Seller to consummate the Closing are subject to the satisfaction (or waiver by Seller) of the following conditions:

(a) The representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects as of the Closing Date;

(b) Buyer shall have performed and complied with all covenants and agreements required to be performed or complied with prior to or on the Closing Date;

(c) Buyer shall have delivered the Purchase Price (or the portion due at Closing) in accordance with Section 3.2; and

(d) No action, suit, or proceeding shall be pending or threatened before any Governmental Authority that seeks to restrain or prohibit the transactions.

8.3 Conditions to Company's Obligations. The obligations of the Company are subject to the satisfaction of the following conditions:

(a) All conditions set forth in Sections 8.1 and 8.2 shall have been satisfied or waived;

(b) Any required board of directors or shareholder approval under the ABCA shall have been obtained; and

(c) The transactions shall not violate any provision of the Company's articles of incorporation, bylaws, or applicable Law.

ARTICLE 9 — INDEMNIFICATION

9.1 Indemnification by Seller. Seller shall indemnify, defend, and hold harmless Buyer and its Affiliates, officers, directors, employees, agents, and successors (the "Buyer Indemnified Parties") from and against any and all losses, damages, liabilities, claims, actions, judgments, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") arising out of or resulting from:

(a) Any breach of any representation or warranty of Seller contained in this Agreement;

(b) Any breach of any covenant or agreement of Seller contained in this Agreement; and

(c) Any pre-Closing tax liability of the Company not reflected in the Financial Statements.

9.2 Indemnification by Buyer. Buyer shall indemnify, defend, and hold harmless Seller and its Affiliates, officers, directors, employees, agents, and successors (the "Seller Indemnified Parties") from and against any and all Losses arising out of or resulting from:

(a) Any breach of any representation or warranty of Buyer contained in this Agreement; and

(b) Any breach of any covenant or agreement of Buyer contained in this Agreement.

9.3 Indemnification Basket. Neither Party shall be entitled to indemnification under this Article 9 unless the aggregate amount of Losses exceeds $[________________________________] (the "Basket"), in which case the indemnifying Party shall be liable for all Losses in excess of the Basket.

9.4 Indemnification Cap. The maximum aggregate liability of Seller under Section 9.1 shall not exceed $[________________________________] (the "Cap"), which shall be [____]% of the Purchase Price; provided, however, that the Cap shall not apply to Losses arising from fraud, willful misconduct, or breach of Sections 4.1 (Authority), 4.2 (Title to Shares), and 4.6 (No Brokers) (the "Fundamental Representations").

9.5 Survival. The representations and warranties contained in this Agreement shall survive the Closing for a period of [____] months following the Closing Date; provided that the Fundamental Representations shall survive for the applicable statute of limitations period. The covenants and agreements shall survive in accordance with their terms.

9.6 Indemnification Procedures.

(a) Notice. The indemnified Party shall promptly notify the indemnifying Party in writing of any Indemnification Claim. Failure to provide timely notice shall not relieve the indemnifying Party of its obligations except to the extent such failure actually prejudices the indemnifying Party.

(b) Defense of Third-Party Claims. If a claim arises from a third party, the indemnifying Party shall have the right to assume the defense at its expense, provided that the indemnified Party may participate in (but not control) the defense at its own expense.

(c) Settlement. The indemnifying Party shall not settle any third-party claim without the prior written consent of the indemnified Party (which consent shall not be unreasonably withheld) if such settlement imposes any obligation or restriction on the indemnified Party.

9.7 Exclusive Remedy. Except in cases of fraud or willful misconduct, the indemnification provisions of this Article 9 shall be the sole and exclusive remedy of the Parties for any Losses arising out of or relating to this Agreement.

ARTICLE 10 — TERMINATION

10.1 Termination Events. This Agreement may be terminated at any time prior to the Closing:

(a) By mutual written agreement of Seller and Buyer;

(b) By either Seller or Buyer if the Closing has not occurred on or before [__/__/____] (the "Outside Date"), unless the failure to close is due to the terminating Party's breach;

(c) By Buyer if there has been a material breach by Seller or the Company of any representation, warranty, covenant, or agreement that would cause the conditions in Section 8.1 not to be satisfied, and such breach has not been cured within [____] days after written notice;

(d) By Seller if there has been a material breach by Buyer of any representation, warranty, covenant, or agreement that would cause the conditions in Section 8.2 not to be satisfied, and such breach has not been cured within [____] days after written notice; or

(e) By either Party if any Governmental Authority of competent jurisdiction has issued an order permanently restraining, enjoining, or prohibiting the transactions.

10.2 Effect of Termination. If this Agreement is terminated, it shall become void and of no further force or effect, except that:

(a) Section 7.3 (Confidentiality) and this Section 10.2 shall survive termination; and

(b) Termination shall not release any Party from liability for any prior breach.

10.3 Return of Documents. Upon termination, each Party shall promptly return or destroy all confidential documents received from the other Parties.

ARTICLE 11 — DISPUTE RESOLUTION

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, including the Arizona Business Corporation Act (A.R.S. Title 10), without giving effect to any choice or conflict of law rule that would cause the application of the laws of any other jurisdiction.

11.2 Forum Selection. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Maricopa County, Arizona for any action or proceeding arising out of or relating to this Agreement.

11.3 Dispute Resolution Procedure. Prior to initiating any legal action, the Parties shall attempt to resolve any dispute as follows:

(a) Negotiation. The Parties shall first attempt to resolve the dispute through good-faith negotiation between senior executives for a period of not less than thirty (30) days following written notice.

(b) Mediation. If the dispute is not resolved through negotiation, the Parties shall submit the dispute to mediation in Phoenix, Arizona for a period of not less than sixty (60) days.

☐ (c) Arbitration (Optional). If the dispute is not resolved through mediation, the Parties agree that any remaining dispute shall be submitted to binding arbitration in Phoenix, Arizona, administered by [________________________________] in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by [one (1) / three (3)] arbitrator(s). The arbitrator's decision shall be final and binding.

11.4 Jury Trial Waiver. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

11.5 Injunctive Relief. Each Party shall be entitled to seek specific performance or injunctive relief from a court of competent jurisdiction, without the necessity of posting bond, to prevent or remedy breaches of this Agreement.

11.6 Attorneys' Fees. In any action or proceeding to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing Party, pursuant to A.R.S. § 12-341.01.

ARTICLE 12 — GENERAL PROVISIONS

12.1 Notices. All notices shall be in writing and deemed duly given when (a) delivered personally, (b) sent by certified mail, return receipt requested, (c) sent by recognized overnight courier, or (d) sent by email (with confirmation of receipt), addressed as follows:

If to Seller:
[________________________________]
[________________________________]
Email: [________________________________]

If to Buyer:
[________________________________]
[________________________________]
Email: [________________________________]

If to the Company:
[________________________________]
[________________________________]
Email: [________________________________]

12.2 Entire Agreement. This Agreement, together with the Schedules and Exhibits hereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, and understandings.

12.3 Amendment and Waiver. This Agreement may be amended only by a written instrument executed by all Parties. No waiver shall be effective unless in writing and signed by the waiving Party.

12.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.5 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Buyer may assign its rights to an Affiliate without Seller's consent.

12.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

12.7 Third-Party Beneficiaries. Nothing in this Agreement is intended to confer upon any Person other than the Parties any rights or remedies.

12.8 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures delivered by electronic transmission shall be deemed originals.

12.9 Expenses. Each Party shall bear its own costs and expenses incurred in connection with this Agreement.

12.10 Schedules and Exhibits.

ARTICLE 13 — EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Stock Purchase Agreement as of the Effective Date.

SELLER:

[________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

BUYER:

[________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

COMPANY:

[________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

ARIZONA-SPECIFIC PRACTICE NOTES

Securities Compliance. Under the Arizona Securities Act (A.R.S. Title 44, Chapter 12), all offers and sales of securities in Arizona must be registered or exempt from registration. Key exemptions under A.R.S. § 44-1844 include:

• A.R.S. § 44-1844(A)(1) — Private offering (transactions not involving a public offering); relies on federal precedent interpreting SEC v. Ralston Purina
• A.R.S. § 44-1844(A)(9) — Isolated transactions by non-issuers
• Rule 126 — Arizona private placement exemption: aggregate offering price not exceeding $5 million (less prior offerings in preceding 12 months); no more than 35 purchasers
• Federal preemption — Section 18 of the Securities Act of 1933 preempts state registration for Rule 506 offerings (federal covered securities); Arizona may require notice filings

Note: A federal exemption under Regulation D does not automatically exempt the transaction from Arizona law unless the offering qualifies as a "federal covered security" under Rule 506.

Corporate Governance Under the ABCA. Key provisions:

• A.R.S. § 10-601 — Articles of incorporation must prescribe authorized share classes and numbers
• A.R.S. § 10-621 — Shares may be issued for any tangible or intangible property or benefit to the corporation
• A.R.S. § 10-627 — Transfer restrictions must be noted conspicuously on certificates to be enforceable against transferees
• A.R.S. § 10-851 — Permissive indemnification of directors and officers
• A.R.S. § 10-852 — Mandatory indemnification of directors who are wholly successful

Filing Requirements. Arizona corporations must file annual reports with the ACC. The filing fee for articles of incorporation is $60. Annual report fees and deadlines are set by the ACC.

SOURCES AND REFERENCES

• Arizona Business Corporation Act (A.R.S. Title 10): https://www.azleg.gov/arsDetail/?title=10
• Arizona Securities Act (A.R.S. § 44-1844): https://www.azleg.gov/ars/44/01844.htm
• Arizona Corporation Commission — Fee Information: https://azcc.gov/corporations/fee-and-payment-info
• ACC Registration Exemptions: https://azcc.gov/securities/licensing-and-registration/registration-exemptions

This template is provided by ezel.ai for informational purposes only. It does not constitute legal advice. Consult a licensed Arizona attorney before executing this agreement.