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A stock purchase agreement (SPA) is a contract between a seller and a potential buyer for the ownership of a business entity. It outlines the number of shares for sale, the cost per share, and the transaction date. Private entities are required to provide a due diligence period for buyers, while public stock purchasers are protected under the Securities Act of 1933. The agreement may also address different classes of stock, each with varying voting rights: for example, Class A shares grant three votes per share, Class B grants two, and Class C allows one vote. Key elements to include in a stock purchase agreement are crucial for ensuring clarity and legality in the transaction.
