FLORIDA STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement is drafted for the acquisition of shares in a Florida corporation organized under Chapter 607, Florida Statutes. It is not a universal or multi-state template.

1. PARTIES AND RECITALS

This Stock Purchase Agreement (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and among:

SELLER: [________________________________], a [________________________________] with a mailing address at [________________________________] ("Seller");

BUYER: [________________________________], a [________________________________] with a mailing address at [________________________________] ("Buyer"); and

COMPANY: [________________________________], Inc., a Florida corporation organized under Fla. Stat. Ch. 607 with its principal place of business at [________________________________], [________________________________] County, Florida and Florida Department of State Document Number [________________________________] (the "Company").

RECITALS

A. The Company is a for-profit corporation organized under the Florida Business Corporation Act, Fla. Stat. Ch. 607 (the "FBCA"), in good standing with the Florida Department of State, Division of Corporations.

B. Seller is the record and beneficial owner of [____________] shares of the Company's [common / preferred] stock (the "Shares"), representing [____]% of the issued and outstanding capital stock of the Company.

C. Seller desires to sell, and Buyer desires to purchase, all of the Shares on the terms set forth herein (the "Transaction").

D. The Board of Directors of the Company has, where applicable, approved the Transaction and any waiver of share transfer restrictions imposed under Fla. Stat. § 607.0627.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

2. PURCHASE AND SALE

2.1 Purchase and Sale

At Closing, Seller shall sell, convey, and deliver to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all liens, pledges, security interests, claims, and encumbrances (other than restrictions under federal and Florida securities laws).

2.2 Purchase Price

The aggregate purchase price for the Shares shall be $[____________] (the "Purchase Price"), payable at Closing as follows:
(a) $[____________] in cash by wire transfer of immediately available funds to an account designated by Seller in writing at least two (2) business days before Closing;
(b) $[____________] deposited into an escrow account with [________________________________] as escrow agent, pursuant to the Escrow Agreement attached as Exhibit A, to secure Seller's indemnification obligations under Article 7; and
(c) $[____________] represented by a promissory note substantially in the form of Exhibit B.

2.3 Working Capital Adjustment

The Purchase Price shall be subject to a working capital true-up in accordance with Schedule 2.3.

2.4 Florida Documentary Stamp Tax

The parties acknowledge that transfers of stock are generally NOT subject to Florida documentary stamp tax on stock transfers (Florida repealed the stock transfer tax in 1999). However, if the Transaction involves real property held by the Company or a reorganization treated as a real property transfer under Fla. Stat. § 201.02, documentary stamp tax may apply, and Buyer and Seller shall allocate responsibility as set forth on Schedule 2.4.

3. CLOSING

3.1 Closing Date and Location

The closing of the Transaction (the "Closing") shall occur on [__/__/____] (the "Closing Date"), remotely via electronic exchange of documents, or at the offices of [________________________________] in [________________________________], Florida.

3.2 Seller's Closing Deliverables

At Closing, Seller shall deliver:
☐ Original stock certificate(s) representing the Shares, duly endorsed in blank or accompanied by assignment separate from certificate in the form of Exhibit C
☐ A Secretary's Certificate of the Company certifying (i) Articles of Incorporation as filed with the Florida Department of State, (ii) Bylaws, (iii) Board and (if required) shareholder resolutions approving the Transaction, (iv) incumbency of officers, and (v) good standing certificate from the Florida Department of State issued within ten (10) business days of Closing
☐ Resignations of directors and officers designated by Buyer
☐ Written consent to share transfer under Fla. Stat. § 607.0627 if a restriction is in effect
☐ Escrow Agreement executed by Seller
☐ Non-Competition Agreement in the form of Exhibit D (drafted for enforceability under Fla. Stat. § 542.335)
☐ Release of any Florida state tax warrants or liens
☐ Florida Department of Revenue tax clearance letter if applicable
☐ Seller's bring-down certificate confirming accuracy of representations at Closing

3.3 Buyer's Closing Deliverables

At Closing, Buyer shall deliver:
☐ Cash portion of the Purchase Price by wire transfer
☐ Escrow funds wire to the escrow agent
☐ Executed promissory note (if applicable)
☐ Secretary's Certificate of Buyer with authorizing resolutions
☐ Escrow Agreement executed by Buyer
☐ Buyer's bring-down certificate

3.4 Company's Closing Deliverables

The Company shall deliver:
☐ Updated stock ledger reflecting the transfer
☐ Waiver of any share transfer restrictions under its Articles, Bylaws, or Shareholder Agreements

4. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as of the Effective Date and Closing Date, subject to the disclosures in the Disclosure Schedule attached as Exhibit E:

4.1 Organization and Good Standing

The Company is a Florida corporation duly incorporated, validly existing, and in active status with the Florida Department of State, Division of Corporations, pursuant to Fla. Stat. § 607.0123. The Company has paid all annual reports and fees through [____]. The Company has all necessary corporate power to conduct its business as presently conducted.

4.2 Capitalization

The authorized capital stock of the Company consists of [____________] shares of [common / preferred] stock, par value $[____], of which [____________] shares are issued and outstanding. All issued shares have been duly authorized and validly issued, are fully paid and non-assessable, and have not been issued in violation of any preemptive rights. There are no outstanding options, warrants, rights, or convertible securities except as disclosed on Schedule 4.2.

4.3 Title to Shares

Seller is the record and beneficial owner of the Shares and has good and marketable title, free and clear of all liens (other than restrictions under federal and Florida securities laws and any restrictions imposed by the Articles or Bylaws, all of which will be waived or released at Closing). Seller has full power and authority to transfer the Shares to Buyer.

4.4 Authorization; Enforceability

Seller has full legal capacity to execute and deliver this Agreement and the Transaction Documents. This Agreement constitutes a legal, valid, and binding obligation of Seller, enforceable in accordance with its terms under Florida law.

4.5 No Conflict

The execution and performance of this Agreement do not (a) conflict with the Company's Articles of Incorporation or Bylaws, (b) violate any Florida statute, regulation, judgment, or court order, (c) violate Fla. Stat. § 607.0627 share transfer restrictions, or (d) constitute a default under any material contract.

4.6 Financial Statements

The Company's financial statements for the fiscal years ended [__/__/____] and the interim period ended [__/__/____] (collectively, the "Financial Statements") (a) have been prepared in accordance with U.S. GAAP consistently applied (or as noted on Schedule 4.6), (b) fairly present the financial position, results of operations, and cash flows of the Company, and (c) have been audited/reviewed/compiled by [________________________________].

4.7 No Undisclosed Liabilities

The Company has no liabilities (absolute, accrued, contingent, or otherwise) except (a) as disclosed on the Financial Statements, (b) liabilities incurred in the ordinary course since the most recent balance sheet date, and (c) liabilities disclosed on Schedule 4.7.

4.8 Taxes

The Company has filed all required federal, Florida, and local tax returns and has paid all Taxes shown due, including:
(a) Florida Corporate Income Tax under Fla. Stat. Ch. 220
(b) Florida Sales and Use Tax under Fla. Stat. Ch. 212
(c) Florida Reemployment Tax (unemployment) under Fla. Stat. Ch. 443
(d) Florida Tangible Personal Property Tax under Fla. Stat. § 193.062
(e) Florida documentary stamp tax on real property transfers under Fla. Stat. § 201.02 (if applicable)

No Florida Department of Revenue audit, assessment, or tax warrant is pending or threatened.

4.9 Compliance With Florida Law

The Company is in compliance with all applicable Florida laws, including (where applicable):
- Florida Public Records Act (if a public entity contractor)
- Florida Insurance Code (Chs. 624-632) if applicable
- Florida Occupational Safety and Health (Ch. 442)
- Florida Environmental Regulation (Ch. 403)
- Florida Workers' Compensation (Ch. 440)
- Florida Deceptive and Unfair Trade Practices Act (Ch. 501, Part II)

4.10 Real Property

Schedule 4.10 sets forth all real property owned or leased by the Company in Florida. All such real property has been recorded with the appropriate Florida county recorder, and no unpaid Florida documentary stamp tax, intangible tax (Fla. Stat. Ch. 199), or ad valorem property tax (Fla. Stat. § 192.001 et seq.) exists.

4.11 Hurricane and Named-Storm Risk Disclosure

Seller has disclosed to Buyer on Schedule 4.11 any uninsured or underinsured losses sustained in the last ten (10) years due to hurricane, tropical storm, storm surge, or flood, and any pending insurance claims. The Company maintains commercial property insurance with windstorm coverage, naming [________________________________] as carrier, with limits of $[____________] per occurrence.

4.12 Litigation

There is no pending or threatened litigation against the Company in any Florida state court (Circuit or County Court), federal court, arbitration forum, or administrative agency, except as disclosed on Schedule 4.12.

4.13 Absence of Changes

Since [__/__/____], there has been no Material Adverse Effect on the Company.

4.14 Material Contracts

Schedule 4.14 lists all material contracts to which the Company is a party.

4.15 Employment and Labor

(a) The Company is in compliance with the Florida Minimum Wage Act (Fla. Stat. § 448.110), Florida Civil Rights Act (Fla. Stat. Ch. 760), and Florida's reemployment assistance laws.
(b) Schedule 4.15 lists all employees, independent contractors, bonus, equity, and severance arrangements.
(c) Existing non-compete agreements (enforceable under Fla. Stat. § 542.335 or the CHOICE Act §§ 542.41–542.45) are listed on Schedule 4.15.

4.16 Brokers

Except as disclosed on Schedule 4.16, no broker, finder, or investment banker is entitled to compensation from the Company or Seller.

4.17 Securities Exemption

The sale is exempt from registration under (a) the federal Securities Act of 1933 pursuant to Section 4(a)(2) or another applicable exemption, and (b) the Florida Securities and Investor Protection Act, Fla. Stat. § 517.061 (private sale exemption) or another applicable exemption.

4.18 Full Disclosure

No representation or warranty in this Article 4, as qualified by the Disclosure Schedule, contains an untrue statement of material fact or omits a material fact necessary to make the statements not misleading.

5. REPRESENTATIONS AND WARRANTIES OF BUYER

5.1 Authority

Buyer is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, with full power to enter into this Agreement.

5.2 No Conflict

This Agreement does not conflict with Buyer's organizational documents or any material contract.

5.3 Investment Representation

Buyer is acquiring the Shares for its own account for investment and not with a view to distribution in violation of federal or Florida securities laws. Buyer is an "accredited investor" as defined in Rule 501(a) of Regulation D and qualifies for the Fla. Stat. § 517.061(11) exemption.

5.4 Sufficient Funds

Buyer has or will have at Closing sufficient funds to pay the cash portion of the Purchase Price and consummate the Transaction.

5.5 Brokers

No broker or finder is entitled to a fee from Buyer except as disclosed.

6. PRE-CLOSING COVENANTS

6.1 Conduct of Business

From the Effective Date until Closing, Seller shall cause the Company to (a) operate only in the ordinary course, (b) preserve the Company's assets and relationships, (c) maintain all insurance including hurricane/windstorm coverage, (d) not enter into any material contracts outside the ordinary course, and (e) not declare or pay any dividends or distributions.

6.2 Access

Buyer and its representatives shall have reasonable access to the Company's books, records, properties, and personnel during normal business hours, subject to reasonable confidentiality obligations.

6.3 Notification of Certain Matters

Seller shall promptly notify Buyer of (a) any Material Adverse Effect, (b) any breach of representations, (c) any threatened litigation, and (d) any Florida Department of Revenue inquiry.

6.4 Corporate Approvals

If required under Fla. Stat. § 607.1202, Seller shall obtain shareholder approval of the Transaction, including any required dissenters' rights notice under Fla. Stat. §§ 607.1301–607.1340.

6.5 Dissenters' Rights / Appraisal Rights

Seller acknowledges that under the recently amended Fla. Stat. §§ 607.1301–607.1340, all shareholders (whether voting or non-voting) may be entitled to appraisal rights in connection with certain corporate actions. Seller shall deliver any required notices at least [____] days before the action triggering appraisal rights. Seller represents that no shareholder has properly exercised dissenters' rights in connection with the Transaction except as listed on Schedule 6.5.

7. INDEMNIFICATION

7.1 Indemnification by Seller

Seller shall indemnify, defend, and hold harmless Buyer and its Affiliates from any losses arising out of:
(a) breach of any Seller representation or warranty
(b) breach of any Seller covenant
(c) Pre-Closing Taxes (including Florida Corporate Income Tax, Sales Tax, Reemployment Tax)
(d) liabilities not disclosed on the Disclosure Schedule
(e) any claim by a Company shareholder asserting appraisal rights under Fla. Stat. §§ 607.1301–607.1340
(f) any violation of FDUTPA (Fla. Stat. § 501.201 et seq.) occurring before Closing

7.2 Indemnification by Buyer

Buyer shall indemnify Seller for breach of Buyer's representations, warranties, and covenants, and for post-Closing operation of the Company.

7.3 Survival

(a) Fundamental Representations (authority, capitalization, title to shares) survive indefinitely, subject only to applicable statutes of limitations (including 4-year fraud SOL under Fla. Stat. § 95.11(3) and 5-year written contract SOL under Fla. Stat. § 95.11(2)(b)).
(b) Tax representations survive until 60 days after expiration of the applicable statute of limitations (including Fla. Stat. § 95.091 for Florida tax collection).
(c) Other representations and warranties survive for eighteen (18) months after Closing.

7.4 Limitations

(a) Basket (Deductible): Seller shall not be liable until aggregate Losses exceed $[____________] (the "Basket"), and then only for the excess (a deductible basket).
(b) Cap: Seller's aggregate liability for breach of general representations and warranties shall not exceed $[____________] or [____]% of the Purchase Price (the "Cap"). The Cap does not apply to breaches of Fundamental Representations, Tax representations, covenants, fraud, or intentional misrepresentation, for which Seller's liability is limited to the Purchase Price.
(c) Escrow as Primary Source: Buyer shall first seek recovery from the escrowed Purchase Price before proceeding against Seller directly.

7.5 Indemnification Procedure

Buyer shall provide written notice of any claim within [____] days of discovery. Failure to provide timely notice shall not relieve Seller of liability except to the extent of prejudice. The parties shall cooperate in good faith to resolve disputes.

7.6 Exclusive Remedy

Except for fraud, intentional misrepresentation, or claims for equitable relief, indemnification under this Article 7 is the exclusive remedy for breaches of this Agreement. This exclusive remedy does not waive rights under FDUTPA that are non-waivable as a matter of Florida public policy.

8. POST-CLOSING COVENANTS

8.1 Non-Competition and Non-Solicitation

As a material inducement to Buyer's willingness to consummate the Transaction and in protection of the goodwill being acquired, Seller covenants and agrees that for a period of [____] years (not to exceed 7 years for equity-based covenants under Fla. Stat. § 542.335(1)(d)2.) following the Closing Date, within [____] miles of any location where the Company then conducts business in Florida, Seller shall not:
(a) directly or indirectly own, operate, or be employed by any business that competes with the Company's business
(b) solicit customers, prospects, suppliers, or employees of the Company

8.2 Legitimate Business Interest Recital

The parties stipulate under Fla. Stat. § 542.335(1)(b) that these restraints protect (i) the goodwill of the Company being transferred to Buyer (a recognized legitimate business interest in sale-of-business restraints), (ii) confidential business information of the Company, (iii) substantial customer relationships, and (iv) trade secrets. Pursuant to Fla. Stat. § 542.335(1)(c), the parties authorize any court to judicially modify (blue-pencil) any restraint found overbroad.

8.3 Tax Cooperation

The parties shall cooperate with respect to preparing Florida and federal tax returns for Pre-Closing periods.

8.4 Further Assurances

Each party shall execute such further documents as may be reasonably required to effectuate the Transaction.

9. TERMINATION

9.1 Termination Events

This Agreement may be terminated:
(a) by mutual written consent
(b) by Buyer if Seller materially breaches and fails to cure within [____] days
(c) by Seller if Buyer materially breaches and fails to cure within [____] days
(d) by either party if Closing has not occurred by [__/__/____] (the "Outside Date")
(e) by either party if a governmental authority permanently enjoins the Transaction

9.2 Effect of Termination

Termination shall not relieve any party of liability for pre-termination breaches.

10. DISPUTE RESOLUTION

10.1 Governing Law

This Agreement is governed by the internal laws of the State of Florida without regard to its conflict-of-laws principles. The parties invoke Fla. Stat. § 685.101, which permits parties to transactions involving $250,000 or more to elect Florida law regardless of contacts.

10.2 Exclusive Jurisdiction

Pursuant to Fla. Stat. § 685.102, the parties irrevocably submit to the exclusive jurisdiction of the Circuit Court in and for [________________________________] County, Florida, or the U.S. District Court for the [Northern / Middle / Southern] District of Florida, for all disputes arising out of this Agreement. The parties waive any objection to venue and forum non conveniens.

10.3 Jury Trial Waiver

EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. This waiver is enforceable under Florida law.

10.4 Specific Performance

Each party acknowledges that its failure to close would cause irreparable harm for which damages would be inadequate, and that the non-breaching party shall be entitled to specific performance in addition to any other remedies.

10.5 Attorney's Fees

The prevailing party shall recover its reasonable attorney's fees, costs, and expenses, including on appeal, subject to Fla. Stat. § 57.105 sanctions for frivolous positions.

10.6 Statutes of Limitations

Claims for breach of written contract are subject to the 5-year statute of limitations under Fla. Stat. § 95.11(2)(b). Claims for fraud or fraudulent misrepresentation are subject to the 4-year statute under Fla. Stat. § 95.11(3), with delayed accrual per Fla. Stat. § 95.031(2).

11. GENERAL PROVISIONS

11.1 Notices

All notices shall be in writing and delivered by (a) personal delivery, (b) overnight courier (FedEx/UPS), (c) certified mail return receipt requested, or (d) confirmed email, to the addresses in Section 1.

11.2 Amendment

Any amendment must be in writing and signed by all parties.

11.3 Assignment

Neither party may assign this Agreement without the other's written consent, except that Buyer may assign to an Affiliate that assumes all obligations, provided Buyer remains liable.

11.4 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts by electronic signature, consistent with the Florida Uniform Electronic Transaction Act, Fla. Stat. § 668.50.

11.5 Severability

If any provision is unenforceable under Florida law, it shall be modified to the minimum extent necessary.

11.6 Entire Agreement

This Agreement and the Transaction Documents constitute the entire agreement and supersede all prior understandings.

11.7 Expenses

Each party shall bear its own expenses, except that Buyer shall pay any Florida Division of Corporations filing fees associated with post-Closing officer/director changes.

11.8 No Third-Party Beneficiaries

This Agreement is for the exclusive benefit of the parties and their permitted assigns.

11.9 FDUTPA Reservation

Nothing herein waives claims or defenses under the Florida Deceptive and Unfair Trade Practices Act to the extent not waivable as a matter of public policy.

12. EXECUTION

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

SELLER:

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

BUYER:

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

COMPANY (solely to acknowledge and consent to share transfer under Fla. Stat. § 607.0627 and to be bound by applicable covenants):

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

EXHIBITS AND SCHEDULES

• Exhibit A: Escrow Agreement
• Exhibit B: Promissory Note
• Exhibit C: Assignment Separate from Certificate
• Exhibit D: Non-Competition Agreement (§ 542.335 or CHOICE Act compliant)
• Exhibit E: Disclosure Schedule
• Schedule 2.3: Working Capital Calculation
• Schedule 2.4: Documentary Stamp Tax Allocation
• Schedules 4.2 through 4.16 per representations

SOURCES AND REFERENCES

• Florida Business Corporation Act (Ch. 607): https://www.flsenate.gov/Laws/Statutes/2025/Chapter607
• Fla. Stat. § 607.0627 (Share Transfer Restrictions): https://www.flsenate.gov/Laws/Statutes/2025/607.0627
• Fla. Stat. §§ 607.1301–607.1340 (Appraisal Rights): https://www.flsenate.gov/Laws/Statutes/2025/Chapter607/Part_II
• Florida Securities Act (Ch. 517): https://www.flsenate.gov/Laws/Statutes/2025/Chapter517
• Fla. Stat. § 542.335 (Restrictive Covenants): https://www.flsenate.gov/Laws/Statutes/2025/542.335
• Fla. Stat. §§ 685.101–685.102 (Choice of Law / Forum): https://www.flsenate.gov/Laws/Statutes/2025/Chapter685
• Florida Department of State Sunbiz: https://dos.fl.gov/sunbiz/
• Florida Department of Revenue: https://floridarevenue.com