Exhibit 4.12
STOCK PURCHASE
AGREEMENT
STOCK PURCHASE AGREEMENT (this
“ Agreement ”), dated as of May 4, 2009, by
and between Sonic Automotive, Inc., a Delaware corporation (the
“ Company ”), and the individual set forth on
the signature page hereto (“ Buyer
”).
WHEREAS, the Company desires to sell
and issue to Buyer, and Buyer desires to purchase from the Company,
the number of shares of the Company’s Class A common
stock, par value $0.01 per share, set forth underneath the name of
Buyer on the signature hereto (the “ Shares ”),
on the terms and subject to the conditions contained
herein.
NOW, THEREFORE, in consideration of
the promises and conditions contained herein, the Company and Buyer
hereby agree as follows:
Section 1. Purchase and Sale
.
1.1. On the date hereof, Buyer shall
purchase from the Company, the Shares to be issued by the Company
on May 7, 2009, for an aggregate consideration set forth
underneath the name of Buyer on the signature page hereto (the
“ Purchase Price ”). The price per Share shall
be
$
(the “ Sale Price ”), which Sale Price has been
approved by a committee of one or more independent and
disinterested members of the Board of Directors of the
Company.
1.2. On or prior to the date hereof,
Buyer shall have the Purchase Price paid to the Company by personal
check, wire transfer or other means to be mutually agreed upon
between the parties. In the event that the Purchase Price has been
pre-deposited into an escrow account for the benefit of Buyer, the
funds in escrow shall be released upon satisfaction of the
conditions set forth in Section 2 hereof based on arrangements
between Buyer and the Company.
1.3. Subject to the satisfaction of
the conditions set forth in Section 2 hereof, on May 7,
2009, the Company shall authorize and direct American Stock
Transfer & Trust Company to properly register the issuance
of the Shares in the name of Buyer.
1.4. In the event the conditions set
forth in Section 2 hereof are not satisfied, the Company shall
not issue the Shares to Buyer and shall promptly return any
Purchase Price to Buyer or not have any pre-deposited funds
released from Buyer’s escrow account, as
applicable.
Section 2. Conditions
Precedent .
2.1. The Company’s obligation
to sell and issue the Shares to Buyer, and Buyer’s obligation
to purchase the Shares from the Company is subject to the
occurrence of the closing of transactions described in the
subscription agreement to be entered into among the Company,
certain subsidiaries of the Company and the subscribers party
thereto (the “ Subscription Agreement ”), the
form of which is attached as Exhibit A hereto.
Section 3. Representations and
Warranties of the Company . The Company hereby represents and
warrants to Buyer as follows:
3.1. The Company is a corporation
duly incorporated, validly existing and in good
standing under the laws of the State of
Delaware. The execution, delivery and performance of this Agreement
by the Company (i) are within the corporation power of the
Company and have been duly authorized by all necessary corporate
actions; (ii) do not conflict with or result in a breach of
the Company’s certificate of incorporation or by-laws; and
(iii) do not violate any applicable laws.
3.2. This Agreement constitutes a
legal, valid and binding agreement of the Company, enforceable
against it in accordance with its terms, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting
creditors’ rights generally and general equitable
principles.
3.3. The Shares have been duly
authorized by the Company for issuance and sale pursuant to this
Agreement and, when issued and delivered against payment therefore
as provided herein, will be duly issued, fully paid and
non-assessable, and not subject to any encumbrance (other than as
may be imposed by Buyer).
Section 4. Representations and
Warranties of Buyer . Buyer hereby represents and warrants to
the Company as follows:
4.1. Buyer is an individual with all
necessary capacity, power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby.
The execution, deliver
