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Stock Purchase Agreement Promissory Note Generator for the USA

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Key Requirements PROMPT example:

Stock Purchase Agreement Promissory Note

"I need a Stock Purchase Agreement Promissory Note for purchasing 10,000 shares of a private technology company, with monthly payments over 36 months starting March 2025, including a security interest in the purchased shares and conversion rights after 18 months."

Document background
The Stock Purchase Agreement Promissory Note is commonly used when a buyer wishes to purchase stock but requires financing or payment terms. This hybrid document is particularly useful in closely-held companies, management buyouts, or employee stock purchase arrangements. It must comply with U.S. federal securities laws, state blue sky laws, and applicable corporate regulations. The document typically includes detailed terms about the stock being purchased, payment obligations, interest rates, default provisions, and any security arrangements. It's particularly important in jurisdictions like Delaware, New York, and California, where many companies are incorporated.
Suggested Sections

1. Parties: Identifies the buyer (promissory note holder) and seller (issuer of the note)

2. Background/Recitals: Explains the context of the stock purchase and promissory note arrangement

3. Definitions: Key terms used throughout the agreement

4. Principal Amount: States the amount being financed through the note

5. Interest Rate and Calculation: Specifies the interest rate and how it's calculated

6. Payment Terms: Details of payment schedule, including maturity date

7. Stock Purchase Terms: Details of the stock being purchased, including quantity and price

8. Events of Default: Circumstances constituting default and consequences

9. Representations and Warranties: Standard assurances from both parties

Optional Sections

1. Parties: Identifies the buyer (promissory note holder) and seller (issuer of the note)

2. Background/Recitals: Explains the context of the stock purchase and promissory note arrangement

3. Definitions: Key terms used throughout the agreement

4. Principal Amount: States the amount being financed through the note

5. Interest Rate and Calculation: Specifies the interest rate and how it's calculated

6. Payment Terms: Details of payment schedule, including maturity date

7. Stock Purchase Terms: Details of the stock being purchased, including quantity and price

8. Events of Default: Circumstances constituting default and consequences

9. Representations and Warranties: Standard assurances from both parties

Suggested Schedules

1. Payment Schedule: Detailed amortization table showing payment dates, amounts, and interest calculations

2. Stock Certificate: Copy of the stock certificate(s) being purchased, including all relevant details

3. Corporate Resolutions: Authorizing resolutions from both parties demonstrating authority to enter into the agreement

4. Security Agreement: Detailed agreement specifying collateral and security arrangements if the note is secured

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Securities Act of 1933: Federal law requiring registration of securities offerings and mandating disclosure requirements to protect investors

Securities Exchange Act of 1934: Federal law governing secondary market trading and establishing the SEC's regulatory authority

Regulation D: SEC rules providing exemptions from securities registration requirements for private placement offerings

State Blue Sky Laws: State-specific securities regulations governing registration and disclosure requirements for securities offerings within each state

UCC Article 3: Uniform Commercial Code provisions governing negotiable instruments and their enforcement

UCC Article 8: Uniform Commercial Code provisions specifically dealing with investment securities and their transfer

UCC Article 9: Uniform Commercial Code provisions governing secured transactions and collateral requirements

State Corporation Laws: State-specific laws governing corporate formation, operations, and stock issuance requirements

Internal Revenue Code: Federal tax laws affecting the tax treatment of stock purchases and promissory notes

Federal Reserve Regulation U: Regulations governing credit extensions secured by margin stock

Federal Reserve Regulation T: Regulations governing credit extensions by broker-dealers

U.S. Bankruptcy Code: Federal laws affecting creditor rights and priority in bankruptcy proceedings

State Contract Laws: State-specific laws governing contract formation, enforcement, and remedies

State Usury Laws: State-specific regulations limiting maximum interest rates and affecting note terms

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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