ContractsCounsel Logo

Stock Transfer Agreement

Clients Rate Lawyers on our Platform 4.9/5 Stars
based on 10,584 reviews
No Upfront Payment Required, Pay Only If You Hire.
Home Contract Samples S Stock Transfer Agreement

Jump to Section

What is a Stock Transfer Agreement?

A stock transfer agreement is a legal document between shareholders and another party that provides the right to sell or transfer shares of stock at a predetermined price.

A stock transfer agreement can be used when there are more than two parties involved in the sale of stocks, or for any time there is a need to specify which party has what rights if they are not already specified by law. The most common use for this type of agreement is when one company buys another company's assets. This ensures that all shareholders know which entity will have control over their shares after the transaction takes place. It also helps ensure that each shareholder will receive fair compensation based on how many shares they own, and protects against certain types of lawsuits from being filed against either side in the future.

Common Sections in Stock Transfer Agreements

Below is a list of common sections included in Stock Transfer Agreements. These sections are linked to the below sample agreement for you to explore.

Stock Transfer Agreement Sample

Exhibit 10.0

STOCK TRANSFER AGREEMENT

THIS STOCK TRANSFER AGREEMENT is entered into on December 17, 2010 by and between Saddle Ranch Productions, Inc., a Florida corporation (“Seller”) and Jo Cee, LLC, a Florida limited liability company (“Buyer”).

RECITALS

 

A.

WHEREAS, Seller is the owner of 4,108,107 shares (the “Securities”) of Common Stock of AMHN, Inc. (the “Company”).

 

B.

WHEREAS, Seller desires to sell and transfer to Buyer and Buyer desires to purchase in accordance with the terms and conditions provided for herein, the Securities.

NOW, THEREFORE, in consideration of the mutual covenants, agreements, repre-sentations and warranties contained in this Agreement, the parties agree as follows:

ARTICLE I

PURCHASE AND SALE OF SECURITIES

 

Section 1.1

  

SALE OF SECURITIES: Subject to the terms and conditions set forth in this Agreement, on the Closing Date (defined below), Seller will transfer and convey the Securities to Buyer and Buyer will acquire the Securities from Seller.

Section 1.2

  

CONSIDERATION: As full payment for the transfer of the securities by Seller to Buyer, Buyer, upon execution of this Agreement, shall deliver to Seller the sun of $87,495.00 (“Purchase Price”).

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants that:

 

Section 2.1

  

MARKETABLE TITLE: Seller will convey to Buyer good and marketable title in and to the Securities, free and clear of any and all liens, encumbrances, other pledges or security interests and all other defects of title of any type whatsoever. The Securities shall not be subject to any restrictions imposed by the Company.

Section 2.2

  

AUTHORITY: Seller has the right, power, legal capacity and authority to enter into and perform his respective obligations under this Agreement and no approvals or consents of any persons are necessary in connection with it.

Section 2.3

  

OTHER AGREEMENTS: Seller’s performance of the transactions contemplated by this Agreement will not constitute a violation or a default under any agreement or instrument to which Seller is a party or under which Seller is bound.

 

1


Section 2.4

  

AFFILIATE: Seller is currently an affiliate of the Company as that term is defined by the Securities Act of 1933.

Section 2.5

  

SELLER’S DATE OF ACQUISITION: Seller paid the full consideration for the Securities to the Company on or before May 11, 2009.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants that:

 

Section 3.1

  

The Buyer is a sophisticated investor. The Buyer has the financial ability to bear the economic risk of this investment, has adequate means for providing for the current needs and contingencies of the Buyer and has no need for liquidity with respect to the investment in the Company;

Section 3.2

  

The Buyer:

  

i.        has evaluated the risks of a purchase of the Securities and has relied solely upon his own investigation of the Company;

 

ii.       has not been furnished by Seller with any oral or written representation or oral or written information upon which the Buyer has relied in connection with the offering of the Securities that is not contained in this Agreement.

 

iii.     has investigated the acquisition of the Securities to the extent the Buyer has deemed necessary or desirable and the Company or Seller have provided the Buyer with any assistance the Buyer has requested in connection herewith; and

 

iv.      is an accredited investor as defined by section 501(a) of Regulation D under the Securities Exchange Act of 1933.

Section 3.3

  

The Buyer is not relying on the Seller or the Company or any of its affiliates or this Agreement with respect to corporate or individual tax information or other economic considerations involved in the investment.

Section 3.4

  

No federal or state agency has passed upon the Securities or made any finding or determination as to the fairness of this investment.

Section 3.5

  

Buyer acknowledges and is aware that there are substantial risks of loss of investment incident to the purchase of the Securities.

Section 3.6

  

If the Buyer is an individual, the Buyer is 21 years of age and legally competent to execute this Agreement. If the Buyer is a corporation or other entity, it is duly authorized and validly existing in the state set forth on the signature page hereof, it is empowered, authorized and qualified to purchase the Securities, in the manner contemplated in this Agreement, and the person signing this Agreement on behalf of the Buyer has been duly authorized by it to do so.

 

2


ARTICLE IV

THE CLOSING

 

Section 4.1

  

TIME AND PLACE: The transfer of the Securities by Seller to Buyer (the “Closing”) shall take place at the Company’s office at 100 North First Street, Suite 104, Burbank, CA 91502, upon completion of the Closing Procedures set forth in Section 4.2 (the “Closing Date”).

Section 4.2

  

CLOSING PROCEDURES: The Closing shall occur as follows:

 

On the Closing Date, Buyer shall deliver the Purchase Price to Seller. Seller shall deliver to Buyer, the stock certificate representing the Securities, registered in the name of Seller for transfer, accompanied by the requisite stock power and corporate resolution duly executed by Seller and guaranteed by a Medallion Participant, for delivery by Buyer to the Company’s transfer agent.

ARTICLE V

GENERAL PROVISIONS

 

Section 5.1

  

ASSIGNMENT: Buyer shall neither assign nor transfer his interest and/or rights under this Agreement without the prior written consent of Seller, which may be withheld at Seller’s sole and absolute discretion.

Section 5.2

  

BINDING EFFECT: This Agreement shall be binding upon the parties hereto and their representatives, executors, successors and permitted assigns.

Section 5.3

  

NOTICES: Unless otherwise changed by written notice, any notice or other communications required or permitted hereunder shall be deemed given if sent postage prepaid, return receipt requested, addressed to the respective party at the address set forth on the signature page of this Agreement.

Section 5.4

  

GOVERNING LAW: This Agreement shall be interpreted in accordance with and governed by the laws of the State of Florida.

Section 5.5

  

SURVIVAL OF REPRESENTATIONS: All agreements, representations, covenants and warranties on the part of the parties contained herein shall survive the closing of this Agreement and any investigation made at the time with respect thereto, shall not merge into any of the documents executed and delivered pursuant hereto, and shall remain enforceable to the fullest extent permitted at law or in equity.

Section 5.6

  

ENTIRE AGREEMENT: This Agreement embodies the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, agreements and understandings, whether written or oral. This Agreement may not be changed, waived, discharged or terminated except by an instrument in writing signed by the party against whom enforcement of the change waiver, discharge or termination is sought.

 

3


(Signature page to Stock Transfer Agreement between Saddle Ranch and Jo Cee, LLC)

 

SELLER:

    

BUYER:

SADDLE RANCH PRODUCTIONS, INC.

    

JO CEE, LLC

/s/ Kimberly Sarubbi

    

/s/ Susan L. Coyne

Kimberly Sarubbi, President

    

Susan L. Coyne, Managing Member

 

4


Reference:
Security Exchange Commission - Edgar Database, EX-10.0 2 dex100.htm STOCK TRANSFER AGREEMENT, Viewed September 27, 2021, View Source on SEC.

Who Helps With Stock Transfer Agreements?

Lawyers with backgrounds working on stock transfer agreements work with clients to help. Do you need help with a stock transfer agreement?

Post a project in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate stock transfer agreements. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring.

Need help with a Stock Transfer Agreement?

Create a free project posting

Meet some of our Stock Transfer Agreement Lawyers

Jason H. on ContractsCounsel
View Jason
4.9 (15)
Member Since:
March 5, 2023

Jason H.

Managing Attorney
Free Consultation
Dallas, Texas
23 Yrs Experience
Licensed in TX, VA
Regent University, School of Law

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.

Ryenne S. on ContractsCounsel
View Ryenne
4.9 (369)
Member Since:
October 11, 2022

Ryenne S.

Principal Attorney
Free Consultation
Chicago, IL
14 Yrs Experience
Licensed in IL
DePaul University College of Law

My name is Ryenne Shaw and I help business owners build businesses that operate as assets instead of liabilities, increase in value over time and build wealth. My areas of expertise include corporate formation and business structure, contract law, employment/labor law, business risk and compliance and intellectual property. I also serve as outside general counsel to several businesses across various industries nationally. I spent most of my early legal career assisting C.E.O.s, General Counsel, and in-house legal counsel of both large and smaller corporations in minimizing liability, protecting business assets and maximizing profits. While working with many of these entities, I realized that smaller entities are often underserved. I saw that smaller business owners weren’t receiving the same level of legal support larger corporations relied upon to grow and sustain. I knew this was a major contributor to the ceiling that most small businesses hit before they’ve even scratched the surface of their potential. And I knew at that moment that all of this lack of knowledge and support was creating a huge wealth gap. After over ten years of legal experience, I started my law firm to provide the legal support small to mid-sized business owners and entrepreneurs need to grow and protect their brands, businesses, and assets. I have a passion for helping small to mid-sized businesses and startups grow into wealth-building assets by leveraging the same legal strategies large corporations have used for years to create real wealth. I enjoy connecting with my clients, learning about their visions and identifying ways to protect and maximize the reach, value and impact of their businesses. I am a strong legal writer with extensive litigation experience, including both federal and state (and administratively), which brings another element to every contract I prepare and the overall counsel and value I provide. Some of my recent projects include: - Negotiating & Drafting Commercial Lease Agreements - Drafting Trademark Licensing Agreements - Drafting Ambassador and Influencer Agreements - Drafting Collaboration Agreements - Drafting Service Agreements for service-providers, coaches and consultants - Drafting Master Service Agreements and SOWs - Drafting Terms of Service and Privacy Policies - Preparing policies and procedures for businesses in highly regulated industries - Drafting Employee Handbooks, Standard Operations and Procedures (SOPs) manuals, employment agreements - Creating Employer-employee infrastructure to ensure business compliance with employment and labor laws - Drafting Independent Contractor Agreements and Non-Disclosure/Non-Competition/Non-Solicitation Agreements - Conducting Federal Trademark Searches and filing trademark applications - Preparing Trademark Opinion Letters after conducting appropriate legal research - Drafting Letters of Opinion for Small Business Loans - Drafting and Responding to Cease and Desist Letters I service clients throughout the United States across a broad range of industries.

Julian H. on ContractsCounsel
View Julian
5.0 (4)
Member Since:
July 14, 2020

Julian H.

Business Attorney
Free Consultation
San Antonio, Texas
22 Yrs Experience
Licensed in MD
Howard University School of Law

I am a business attorney with years of experience advising individual entrepreneurs and small businesses on issues ranging from entity selection/formation to employment law compliance, to intellectual property protection and exploitation. I often act as General Counsel for my clients fulfilling the legal function as part of a team of managers. I look forward to learning more about your business and how I may be of assistance.

Erdal T. on ContractsCounsel
View Erdal
5.0 (2)
Member Since:
September 15, 2022

Erdal T.

Owner, CEO and Managing Attorney
Free Consultation
New Jersey
18 Yrs Experience
Licensed in NJ, NY
New York Law School

Erdal Turnacioglu of Erdal Employment Law focuses on providing employment solutions to both employees and businesses, whether through litigation, review of employee handbooks, workplace investigations, or training seminars.

Charlton M. on ContractsCounsel
View Charlton
5.0 (11)
Member Since:
September 19, 2022

Charlton M.

Attorney
Free Consultation
Dallas, TX
10 Yrs Experience
Licensed in TX
University of St. Thomas School of Law

Charlton Messer helps businesses and their owners with general counsel and contract drafting services. He has helped over 500 businesses with their legal needs across a variety of industries in nearly a decade of practice.

Dan "Dragan" I. on ContractsCounsel
View Dan "Dragan"
5.0 (17)
Member Since:
September 21, 2022

Dan "Dragan" I.

Principal Attorney
Free Consultation
Chicago, Illinois
25 Yrs Experience
Licensed in IL
University of Illinois College of Law

I received a bachelor’s degree in philosophy from Northwestern University in 1996 and then got my JD at University of Illinois College of Law in 1999. I have been a lawyer helping people with legal issues in the United States and Internationally since then. That includes litigation as well as contracts/transactions. I am also passionate about helping small and medium businesses with trademark registration and trademark-related legal projects. The law can be confusing and complicated for people, and I am passionate about providing professional legal services to my clients while simultaneously making the legal process less confusing and stressful for them. My goal is to help clients navigate through both good and difficult times by tailoring my skills, experience, and services to their specific needs. I am currently licensed and authorized to practice before the Illinois courts and the United States District Court for the Northern District of Illinois. Internationally I am one of a select few American attorneys licensed and authorized to practice before the United Nations ICTY/IRMCT, the International Criminal Court, and the State Court of Bosnia-Herzegovina. Clients have retained me internationally alongside local counsel in several European countries, Australia, and Africa in private legal matters. I have also been appointed by the United Nations to represent persons at the ICTY/IRMCT and chosen by indigent accused to represent them. Since 2009 my law firm has handled domestic and international cases, including Trial litigation (including Commercial, Premises Liability, Personal Injury, Criminal Defense, and General Litigation) and Transactional work (Contracts, Corporate formation, and Real Estate Transactions). I enjoy helping less experienced practitioners and students evolve and improve. I served as an instructor/lecturer on Oral Advocacy and Trial Practice for the participants of the ADC-ICT & ICLB Mock Trial since 2014, and have presented Advocacy Training lectures for the ADC-ICT on several topics as well as regularly lecturing to visiting University and Bar groups from around the world. If you or a loved one have a legal matter of importance, let's see if I can help you with it!

Tina T. on ContractsCounsel
View Tina
Member Since:
October 1, 2022

Tina T.

Attorney
Free Consultation
New Mexico
2 Yrs Experience
Licensed in NM
Arizona Summit Law School

I am a New Mexico licensed attorney with many years of world experience in real estate, transactional law, social security disability law, immigration law, consumer law, and estate planning.

Find the best lawyer for your project

Browse Lawyers Now

Need help with a Stock Transfer Agreement?

Create a free project posting
Corporate lawyers by top cities
See All Corporate Lawyers
Stock Transfer Agreement lawyers by city
See All Stock Transfer Agreement Lawyers

ContractsCounsel User

Recent Project:
FOUNDER’S RESTRICTED SHARE PURCHASE AGREEMENT
Location: North Carolina
Turnaround: Less than a week
Service: Contract Review
Doc Type: Stock Purchase Agreement
Page Count: 24
Number of Bids: 5
Bid Range: $500 - $1,200

ContractsCounsel User

Recent Project:
Transfer shares from deceased person to his wife's name
Location: Delaware
Turnaround: Less than a week
Service: Drafting
Doc Type: Stock Purchase Agreement
Number of Bids: 2
Bid Range: $600 - $1,500
related contracts
See More Contracts
other helpful articles

Need help with a Stock Transfer Agreement?

Create a free project posting

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city