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A stock purchase agreement (SPA) is a contract between a seller and a potential buyer for purchasing shares of a company. It outlines key details, including the number of shares for sale, the cost 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 also addresses different classes of stock, which may have varying voting rights. For instance, Class A shares could provide three votes per share, Class B two votes, and Class C one vote. Essential elements in a stock purchase agreement include detailed terms of the sale and relevant conditions.
