Fill and Sign the Sample Counterproposal Form

Instruction: This is a model letter. Adapt to fit your facts and circumstances. D A T E VIA FACSIMILE       N A M E A D D R E S S L I N E 1 A D D R E S S L I N E 2 C I T Y , S T A T E Z I P C O D E Re:       Dear       : After our meeting on       , I faxed a letter to       regarding my review of the corporate records and our discussions.       faxed me his response late last night and I reviewed it this morning. Please consider this       's last counter-proposal with regard to the purchase of the stock of       held by you and       .       's proposal is as follows: 1.       will pay a purchase price of $       per share for the       shares of       stock held by you and the       shares of       stock held by       . 2.       agrees that $       of the loan to       and $       of the loan to       shown on the books of       shall be classified as payment of consulting income to each of your respective companies,       . 3. At the time of closing, the corporation will pay to you and       , the sum of $       each as your distributive share from the       Settlement.       is not willing to pay you and       anything on the       Settlement. 4. If the Condominium Association declares a distribution prior to the closing of the stock sale, you and       will each receive your pro rata share of such distribution. However, if the distribution takes place after the closing of the stock sale, neither you nor       will be entitled to any portion of said distribution. 5. The sale will take place on or before       and will be consummated by execution of a Stock Sale Agreement which I will draft in accordance with the agreement between the parties. 6. At the time of closing, you and       agree to resign from any position each of you hold with regard to the corporation, including, but not limited to, officers and directors. 7. The parties agree to have the line of credit at       terminated and all continuing guaranties related thereto will be canceled. 8. Between now and the date of closing, you and       agree that you will not withdraw any funds from the corporation for any reason whatsoever, except for your pro rata share of any distribution from the Condominium Association occurring prior to the date of closing. Please review these terms with       . If the two of you are both agreeable, please sign in the spaces provided and return a copy of this letter to me, either via mail or fax. I will then have       sign the letter agreement. As you know, I will be out of the office from tomorrow through       . Because of the uncertainty of       's response to a couple of your positions, I did not go forward with preparing the Stock Sale Agreement and will not have time to prepare it before I leave in the morning. However, if we are going to move forward with the sale, I will prepare it upon my return and get it to you for review so that we can close prior to       . Should you have any questions or need to discuss this matter, please do not hesitate to give me a call. Sincerely,                   AGREED: ______________________________       ______________________________