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A Stock Purchase Agreement (SPA) is a contract between a seller and a potential buyer for acquiring ownership of a business through the purchase of company shares. Key elements of the SPA include the number of shares for sale, the cost per share, and the transaction date. Buyers of private entities must be given a due diligence period, while public stock purchasers are protected under the Securities Act of 1933. Additionally, various classes of stock can have different voting rights, enabling certain shareholders to make primary decisions—e.g., Class A shares may allow three votes per share, Class B shares two votes, and Class C shares one vote. It's essential to include these details in the stock purchase agreement.