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.
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 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:
Seller owns 31,500,000 shares of common stock of Dafoe Corp., a Nevada corporation (the “ Company ”).
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:
SALE AND PURCHASE
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.
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.
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.
REPRESENTATIONS , WARRANTIES AND COVENANTS OF SELLER
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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
in a breach of or default under any agreement to which Seller is a party or by which Seller is bound.
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.
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.
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.
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:
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.
Disclosure . Buyer has reviewed the SEC Reports and is aware of the Company’s business and financial condition.
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.
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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.
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.
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.
________________________________
Parrish Medley
________________________________
Kyle Beddome
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.
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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.
Benjamin is an attorney specializing in Business, Intellectual Property, Employment and Real Estate.
I am a California-barred attorney specializing in business contracting needs. My areas of expertise include contract law, corporate formation, employment law, including independent contractor compliance, regulatory compliance and licensing, and general corporate law. I truly enjoy getting to know my clients, whether they are big businesses, small start-ups looking to launch, or individuals needing legal guidance. Some of my recent projects include: -drafting business purchase and sale agreements -drafting independent contractor agreements -creating influencer agreements -creating compliance policies and procedures for businesses in highly regulated industries -drafting service contracts -advising on CA legality of hiring gig workers including effects of Prop 22 and AB5 -forming LLCs -drafting terms of service and privacy policies -reviewing employment contracts I received my JD from UCLA School of Law and have been practicing for over five years in this area. I’m an avid reader and writer and believe those skills have served me well in my practice. I also complete continuing education courses regularly to ensure I am up-to-date on best practices for my clients. I pride myself on providing useful and accurate legal advice without complex and confusing jargon. I look forward to learning about your specific needs and helping you to accomplish your goals. Please reach out to learn more about my process and see if we are a good fit!
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