Stock Transfer Agreement

Jump to Section

Need help with a Stock Transfer Agreement?

Post Project Now

Post Your Project (It's Free)

Get Bids to Compare

 Hire Your Lawyer

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


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”).




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



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:




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”).



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.



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.



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.






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.




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.



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








/s/ Kimberly Sarubbi


/s/ Susan L. Coyne

Kimberly Sarubbi, President


Susan L. Coyne, Managing Member



Security Exchange Commission - Edgar Database, EX-10.0 2 dex100.htm STOCK TRANSFER AGREEMENT , Viewed September 27, 2021,

Who Helps With Stock Transfer Agreements?

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

How ContractsCounsel Works
Hiring a lawyer on ContractsCounsel is easy, transparent and affordable.
1. Post a Free Project
Complete our 4-step process to provide info on what you need done.
2. Get Bids to Review
Receive flat-fee bids from lawyers in our marketplace to compare.
3. Start Your Project
Securely pay to start working with the lawyer you select.

Meet some of our Stock Transfer Agreement Lawyers

ContractsCounsel verified
Managing Member
23 years practicing
Free Consultation

Drew is an entrepreneurial business attorney with over twenty years of corporate, compliance and litigation experience. Drew currently has his own firm where he focuses on providing outsourced general counsel and compliance services (including mergers & acquisitions, collections, capital raising, real estate, business litigation, commercial contracts and employment matters). Drew has deep experience counseling clients in healthcare, medical device, pharmaceuticals, information technology, manufacturing, and services.

ContractsCounsel verified
Managing Attorney
8 years practicing
Free Consultation

Daniel is an experienced corporate attorney and works closely with corporations, privately held companies, high-net worth individuals, family offices, start-ups and entrepreneurs. Daniel graduated from the Gonzaga University School of Law and is licensed to practice law in Illinois.

ContractsCounsel verified
Trademark Attorney
7 years practicing
Free Consultation

I'm an experienced trademark attorney and enjoy helping clients protect and grow their brand names through trademark registration and enforcement. I've worked with a wide variety of clients in different industries, including e-commerce, software as a service (SaaS), and consumer goods, to register trademarks for product names, logos, and slogans, both in the US and abroad.

ContractsCounsel verified
Legal Counsel
12 years practicing
Free Consultation

12 Year PQE Lawyer with wide experience in sports, media and tech.

ContractsCounsel verified
4 years practicing
Free Consultation

I am an entrepreneurial lawyer in the Seattle area dedicated to helping clients build and plan for the future. I graduated from the University of Chicago Law School and worked in a top global law firm. Now I help real people and businesses get where they want to go. Reach out to discuss how we can work together! Some of the areas of law I work in: Small Businesses, Trusts & Estates & Wills, Tax Law (for individuals, businesses, and nonprofits), Land Use, Environmental Law, Nonprofits

ContractsCounsel verified
Business Attorney
14 years practicing
Free Consultation

Results oriented business attorney focusing on the health care sector. Formerly worked in Biglaw doing large multi-million dollar mergers and acquisitions, financing, and outside corporate counsel. I brought my skillset to the small firm market, provide the highest level of professionalism and sophistication to smaller and startup companies.

ContractsCounsel verified
14 years practicing
Free Consultation

Attorney - I graduated in Law from the University of Wroclaw and in Economics from the Scottish University of Aberdeen; My legal interests include, in particular: contracts, intellectual property, and corporate law, as well as transactional / regulatory advisory along with related risk management (M&A); The industries with which I have worked most often are: IT, real estate and construction, professional sport, industrial chemistry and medicine, oil & gas, energy, and financial services; I possess many years of experiences working with international entities for which I have prepared and negotiated contracts, as well as (due diligence) reports, analyses, litigation documents, and presentations; Apart from law firms, I have also worked for investment banks and big 4 - thanks to that I also gained financial, technological, and consulting experiences; I shall be described by: accuracy, openness, honesty, concreteness, a broad approach to the problem, and ... a lack of bad manners, along with a good sense of humour :)

Find the best lawyer for your project

Browse Lawyers Now

Want to speak to someone?

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

Request a call