Fill and Sign the Sample Letter Stock Transfer Form

Instruction: This is a model letter. Adapt to fit your facts and circumstances. DATE VIA FACSIMILE -       NAME ADDRESS LINE ADDRESS LINE CITY , STATE ZIP CODE Re:       Dear       : As planned, I was at       's office on       morning at       . At the outset, I told       that you were not agreeable to paying       the $       each as they had demanded. In response,       stated that if you were not willing to pay those amounts, I was wasting my time. I told       that I nevertheless intended to perform the due diligence as you had instructed because I felt that it would be in everyone's best interest if the parties could agree on the terms of the stock purchase (really, I knew you needed the information whether the sale takes place or not). I reiterated to       that you had included all of the assets and liabilities of the corporation in reaching your calculation of the per share price for the stock. I further emphasized that the per share price for the stock was extremely reasonable and that you believed that you had been under paid on your last distributive share.       and I also discussed the right to additional distributions from the Condominium Association. This came about as a result of my question to       regarding when distributions were made and the date of the last distribution.       informed me that there was a Condominium Association meeting this past Friday and it was his guess that a distribution was declared, even though the check had not been received. Further, it was       's position that he and       are entitled to their pro rata share of any distribution declared by the Condominium Association prior to the actual date of the stock transfer. As a result, it is       's position that if a distribution was declared last       , that he and       would be entitled to their portion. However, he conceded that if the distribution was declared after the date the stock transfer actually took place, that he and       had no claims to any money arising therefrom. In connection with my due diligence, I obtained numerous documents including: 1.       2.       3.       Finally, as I was leaving,       pulled me aside and told me "in confidence" even though I made it clear that I was your attorney, that he and       were willing to forego any claims to money from the       , if it was necessary, in order to get you to go forward with the sale. His basic argument is that the other sale has already been agreed upon, but simply has not been completed because       is out of town. He believes that he and       are entitled to their pro rata share of any monies received from condo distributions or redemptions prior to the actual date of the sale. He agreed that they could delay the sale until these monies had been collected and the distributions were made. Obviously, I understand your position that you could withdraw your offer if they were to attempt to take that course of action. Please give this matter your consideration and let me know how you would like to proceed. As I told you the other day, I am your attorney and fully intend to proceed in accordance with your instructions. However, I still believe you will be better off in the long run, both financially and emotionally, if we can resolve the issue regarding tax redemptions. I anticipate, however, that       's position regarding the distribution from the       which may have occurred last week may cause you some problems and I would have to agree that a dispute over $       instead of $       is more problematic. I look forward to receiving a FAX reply. I hope everything is going well with your trip. Sincerely,       By:       :