Stock Sale Agreement: Definition, Terms, Example
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Quick Facts — Stock Sale Agreement Lawyers
- Avg cost to draft a Stock Purchase Agreement: $1070.00
- Avg cost to review a Stock Purchase Agreement: $600.00
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What is a Stock Sale Agreement?
A stock sale agreement, also called a share purchase agreement, is used to transfer the ownership of stock in a company from a seller to a buyer. Stock are units of ownership in a company that are divided among stockholders. The number of stocks held by stockholders determines their percentage of ownership in the company and the dividend payment that they are eligible for, if the company pays out dividends. A stock sale agreement is used when an individual or corporation is selling or purchasing stock in a company to or from another person or business entity.
Common Sections in Stock Sale Agreements
Below is a list of common sections included in Stock Sale Agreements. These sections are linked to the below sample agreement for you to explore.
Stock Sale Agreement Sample
EXHIBIT 1
STOCK SALE AND PURCHASE AGREEMENT
THIS STOCK SALE AND PURCHASE AGREEMENT (this “Agreement”) is dated as of November 30, 2010, and is made and entered into by and among Parrish Medley (“Buyer”) and Kyle Beddome (“Seller”) with respect to the following facts:
A.
Seller owns 31,500,000 shares of common stock of Dafoe Corp., a Nevada corporation (the “Company”).
B.
Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, 11,250,000 shares of the Company’s common stock upon the terms and conditions set forth in this Agreement.
Accordingly, for and in consideration of the premises, the mutual promises, covenants and agreements hereafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer, intending to be legally bound, do hereby agree as follows:
ARTICLE I
SALE AND PURCHASE
Section 1.1
Sale and Purchase of Shares. On and subject to the terms and conditions of this Agreement, effective as of the Closing Date, Buyer shall purchase from Seller, and Seller shall sell to Buyer, Eleven Million Two Hundred and Twenty Five Thousand (11,250,000) shares of common stock (the “Shares”) of the Company registered in the name of Seller for the consideration specified in Section 1.2 and upon the terms and conditions set forth in this Agreement.
Section 1.2
Purchase Price. The purchase price for the Shares (the “Purchase Price”) is One Thousand One Hundred and Twenty Five dollars ($1,125.00). The Purchase Price shall be paid to the Seller at the Closing, in cash.
Section 1.3
Closing Date; Deliveries. The closing shall occur on December 22, 2010, or such other date as the parties hereto may agree to (the “Closing Date”). On the Closing Date, Buyer shall deliver a check in the amount of the Purchase Price to Seller, and Seller shall deliver to Buyer a share certificate representing the Shares issued in the name of the Seller.
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER
To induce Buyer to enter into and perform its obligations under this Agreement, Seller hereby represents and warrants to Buyer, and covenants with Buyer, as follows:
Section 2.1
Authority and Capacity. Seller has all requisite power, authority and capacity to enter into this Agreement. The execution, delivery and performance of this Agreement by Seller does not, and the consummation of the transaction contemplated hereby will not, result
1
in a breach of or default under any agreement to which Seller is a party or by which Seller is bound.
Section 2.2
Binding Agreement. This Agreement has been duly and validly executed and delivered by Seller and constitutes Seller’s valid and binding agreement, enforceable against Seller in accordance with and subject to its terms.
Section 2.3
Title to Shares. Seller is the lawful, record and beneficial owner of all of the Shares, free and clear of any liens, claims, agreements, charges, security interests and encumbrances whatsoever. The sale, conveyance, assignment, and transfer of the Shares in accordance with the terms of this Agreement transfers to Buyer legal and valid title to the Shares, free and clear of all liens, security interests, hypothecations or pledges.
Section 2.4
SEC Reports. As the President and sole director of the Company, Seller is familiar with the reports and documents filed by the Company with the Securities and Exchange Commission since January 1, 2010 (“SEC Reports”). Seller represents that none of the SEC Reports contained, when filed, an untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein in light of the circumstances under which they were made not misleading. Seller makes no representation or warranty regarding the Company, its business, operations, financial condition or prospects other than as set forth in the SEC Reports.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER
To induce Seller to enter into and perform their obligations under this Agreement, Buyer represents and warrants to Seller as follows:
Section 3.1
Authority and Capacity. Buyer has all requisite power, authority and capacity to enter into this Agreement. The execution, delivery and performance of this Agreement by Buyer does not, and the consummation of the transaction contemplated hereby will not, result in a breach of or default under any agreement to which Buyer is a party or by which Buyer is bound.
Section 3.2
Disclosure. Buyer has reviewed the SEC Reports and is aware of the Company’s business and financial condition.
Section 3.3
Investment Representations. Buyer is acquiring the Shares for Buyer’s own account and is not acquiring the Shares with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act of 1933, as amended.
ARTICLE IV
MISCELLANEOUS
Section 4.1
Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties relating to the subject matter hereof and supersedes any and all prior understandings, agreements, negotiations and discussions, both written and oral, between the parties hereto with respect to the subject matter hereof.
2
Section 4.2
Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with, and shall be governed by, the laws of the State of California without reference to, and regardless of, any applicable choice or conflicts of laws principles.
Section 4.3
Counterparts. This Agreement may be executed in any number of counterparts and by the several parties hereto in separate counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same Agreement.
Section 4.4
Further Assurances. Each of the parties hereto shall from time to time at the request of any other party hereto, and without further consideration, execute and deliver to such other party such further instruments of assignment, transfer, conveyance and confirmation and take such other action as such other party may reasonably request in order to more effectively fulfill the purposes of this Agreement.
IN WITNESS WHEREOF, this Agreement has been signed by the parties hereto as of the date first above written.
Buyer:
PARRISH MEDLEY
________________________________
Parrish Medley
Seller:
KYLE BEDDOME
________________________________
Kyle Beddome
3
Reference:
Security Exchange Commission - Edgar Database, EX-1 2 medleyschedule1.htm EXHIBIT 1 - STOCK SALE AND PURCHASE AGREEMENT, Viewed October 24, 2021, View Source on SEC.
Who Helps With Stock Sale Agreements?
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Meet some of our Stock Sale Agreement Lawyers
Jane C.
Skilled in the details of complex corporate transactions, I have 15 years experience working with entrepreneurs and businesses to plan and grow for the future. Clients trust me because of the practical guided advice I provide. No deal is too small or complex for me to handle.
"Jane is very responsive and did everything quickly. The only con is that there were mistakes in delivered documents and me had to check everything several times. But in the whole I would recommend Jane, because despite small con Jane sent revised docs quickly and improved docs by request. So, I would rate Jane's work as very good."
Donya G.
Donya G.
I am a New York and Connecticut–licensed contracts attorney with over 25 years of legal and business experience. I focus on drafting, reviewing, and negotiating commercial agreements, advising small businesses and international brokerage firms — particularly in eCommerce acquisitions. My practice includes asset purchase agreements, master services agreements, operating agreements, employment agreements, and a broad range of commercial contracts, as well as merchant services defense, breach of contract matters and arbitration. I have served as General Counsel to small businesses, a Vice President at an investment bank, a Civil Court Arbitrator and Hearing Officer, and a Judicial Clerk to a Civil Court Judge. My combined legal and business background enables me to deliver practical, strategic counsel tailored to each client’s objectives.
"Donya was an amazing partner and was very patient and diligent in dealing with the APA and OA. I highly recommend her as she knows her stuff, is confident, and always has your back."
Garrett M.
Attorney Garrett Mayleben's practice is focused on representing small businesses and the working people that make them profitable. He represents companies in structuring and negotiating merger, acquisition, and real estate transactions; guides emerging companies through the startup phase; and consults with business owners on corporate governance matters. Garrett also practices in employment law, copyright and trademark law, and civil litigation. Though industry agnostic, Garrett has particular experience representing medical, dental, veterinary, and chiropractic practices in various business transactions, transitions, and the structuring of related management service organizations (MSOs).
"Though I found a few small mistakes that made me think he rushed a bit, he revised the agreement to be more in my favor. His expertise was well worth it."
D. Cassie B.
Cassie Bermudez Engel is a seasoned family law attorney with over a decade of litigation experience across Florida. She focuses her practice on divorce, custody and timesharing, alimony, child support, prenuptial and postnuptial agreements, and post-judgment enforcement and modification. Cassie has served as lead counsel in thousands of cases and has represented clients in matters ranging from amicable settlements to high-conflict litigation. Before founding her own practice, Cassie honed her skills at boutique family law firms, served in-house for major insurance carriers, and was a partner at a nationwide law firm. She brings a strategic, results-driven approach to every case, with a particular focus on protecting her clients’ financial interests and guiding them through some of life’s most challenging transitions. Cassie is known for her clear communication, compassionate advocacy, and unwavering commitment to achieving the best possible outcomes for her clients.
"Working with Cassie was great! Not only did she stay on budget and was very responsive, but she completed the job on time. Cassie took her time to answer all of my questions and was a pleasure to work with. Would recommend!"
Matt B.
Matt practices law in the areas of commercial finance, contract law, business & corporate law, and residential and commercial real estate (with a particular emphasis on retail shopping centers and office buildings). He has extensive experience in negotiating and structuring complex commercial loan, asset acquisition, asset disposition, leasing and real estate transactions. Matt additionally works on various general matters for clients such as forming LLCs and corporations, preparing various LLC and corporation documents and drafting and reviewing various types of contracts and agreements for clients and providing advice regarding same. Matt provides clients with extensive and timely communication on their matters and ensures that his clients are well represented and highly satisfied with their legal representation and the work product provided. Matt offers all potential clients a free initial consultation to discuss their legal matters prior to engaging his firm to represent them. Prior to opening his law firm Matt worked for many years in the New York City office of a large international law firm where he counseled large multi-national businesses, financial institutions, investment groups and individuals on highly sophisticated business, financial and real estate transactions. Matt provides his clients with diligent legal representation on their matters with a very personal approach.
"Mr Bales is a true professional. Great representation and will use his services again. Jim"
Gina O.
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September 8, 2023
Matthew K.
I am a seasoned attorney specializing in data privacy, information security, and intellectual property law, with over 19 years of experience. As a Certified Information Privacy Professional, I provide strategic legal counsel to organizations navigating the complexities of data protection, compliance, and technology transactions. My extensive background includes working with both public and private sector clients, contributing to academia as a subject matter expert, and serving in leadership roles within influential legal organizations. This combination of practical, academic, and leadership experience enables me to deliver tailored solutions that align with business objectives and mitigate legal risks. Expertise: I have a proven track record of drafting, negotiating, and advising on a wide range of agreements and legal documentation, including: Data Law & Privacy: - Privacy Policies compliant with GDPR, CCPA, and other regulations - Information Security Policies and Documentation - Data Processing Agreements (DPAs) - Incident Response Plans and Data Breach Protocols - eDiscovery Protocols and Legal Hold Documentation Technology Transactions: - Software Development Agreements (including Mobile Apps) - SaaS and Subscription Agreements - IP Licensing and Royalty Agreements - Technology Outsourcing and Cloud Service Agreements Corporate & Commercial Agreements: - Master Services Agreements (MSAs) - Joint Venture Agreements - Non-Disclosure and Confidentiality Agreements - Real Estate Purchase & Sale Agreements - Loan Agreements and Financial Documentation Employment & Operations: - Employee Handbooks and Workplace Policies - Employment Contracts - Supply Chain and Logistics Agreements Creative & Digital Content: - Sponsorship Agreements - Digital Creator and Influencer Agreements - E-Commerce Terms & Conditions My approach is centered on delivering results that protect my clients' interests while facilitating innovation and growth. Whether advising startups, established corporations, or creative professionals, I leverage my deep understanding of data-driven industries to craft agreements that address current needs and anticipate future challenges. If you’re seeking a responsive, detail-oriented legal partner with a focus on data law and cutting-edge technology, I’d be delighted to assist with your next project.
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"Excellent, fast legal work. Thanks for the help with the contract!"
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"Thank you for the help, Michael. Your input helped ease my mind about my contract."
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"Scott is the consummate professional, and has earned my highest recommendation!"
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Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.
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