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A stock purchase agreement (SPA) is a contract between a seller of company shares and a buyer, defining the terms of the ownership transfer. It specifies the number of shares for sale, the price per share, and the transaction date. Private entities must allow a due diligence period for buyers, while public stock purchasers are protected under the Securities Act of 1933. The agreement must also outline different classes of stock, which often have varying voting rights; for example, Class A shares may provide three votes per share, Class B two votes, and Class C one vote. Key elements to include in an SPA involve clear details on these aspects.
