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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
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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.
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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
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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
David L.
Experienced real estate, business, and tax practitioner, representing start up and established businesses with formation, contracts, and operational issues.
Paul S.
I focus my practice on startups and small to mid-size businesses, because they have unique needs that mid-size and large law firms aren't well-equipped to service. In addition to practicing law, I have started and run other businesses, and have an MBA in marketing from Indiana University. I combine my business experience with my legal expertise, to provide practical advice to my clients. I am licensed in Ohio and California, and I leverage the latest in technology to provide top quality legal services to a nationwide client-base. This enables me to serve my clients in a cost-effective manner that doesn't skimp on personal service.
Jason H.
Jason has been providing legal insight and business expertise since 2001. He is admitted to both the Virginia Bar and the Texas State Bar, and also proud of his membership to the Fellowship of Ministers and Churches. Having served many people, companies and organizations with legal and business needs, his peers and clients know him to be a high-performing and skilled attorney who genuinely cares about his clients. In addition to being a trusted legal advisor, he is a keen business advisor for executive leadership and senior leadership teams on corporate legal and regulatory matters. His personal mission is to take a genuine interest in his clients, and serve as a primary resource to them.
Robert M.
Robert is a sixth-generation Tennessean and part of a long line of Tennessee attorneys: There has been a Marks attorney in Tennessee since 1856. In 1929, Robert’s great-grandfather established an event venue, Shadowbrook, which Robert has worked at his entire life, including managing for 10 years. He knows what business owners are dealing with—especially venue owners—because he has dealt with it. While Robert loves the hospitality industry, he pursued his passion. In 2016, Robert decided to attend law school and continue managing the business. He thrived. He was a founding member of the Nashville School of Law's Legal Aid Society, received the Tennessee Supreme Court’s Law Student for Justice award, and interned with the Tennessee Supreme Court's Access to Justice Commission. Before co-founding Mercury Legal Group, Robert focused on estate planning in solo practice. In this role, he helped clients protect what they had spent a lifetime building. Now he helps his clients build their businesses by providing tailored legal services.
Faryal A.
Ms. Ayub is an attorney licensed to practice in Texas. Before moving to the US, she has a number of years of experience in contract review, analysis and drafting. Ms. Ayub is available to help you with your legal problems, as well as filling LLC and other business entity formation documents. To know more about her practice, please visit https://ayublawfirmpllc.com/.
February 24, 2023
Candace M.
For over 20 years, as an attorney and real estate broker, Candace has used her passion for business and real estate to help her clients succeed as business owners, entrepreneurs Realtors, and real estate investors. She and her team go above and beyond to simplify and solve those issues which trouble her clients. From the simple to the complex, she is ready to help. Her experience includes, Real Estate law, Contracts, Business Formation, Business Operating AGreements and Entrepreneurial counseling.
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Alan A.
I have dedicated my professional career and practice to Federal Government Procurement Law. My practice includes experience as an Army JAG who specialized in Government Procurement Law who represented contracting commands and requiring activities both deployed and in the United States and now as a civilian attorney who represents clients in all aspects of Federal Government Procurement Law. My clients are people and firms that are developing technology through the SBIR/STTR programs, OT's, and businesses using Small Business Administration (SBA) contracting programs.
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ContractsCounsel User
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Location: Rhode Island
Turnaround: Less than a week
Service: Contract Review
Doc Type: Stock Purchase Agreement
Page Count: 8
Number of Bids: 8
Bid Range: $250 - $1,200
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Location: Nevada
Turnaround: Less than a week
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