Stock Purchase Agreement Services
We draft, review, and negotiate stock purchase agreements for buyers acquiring equity in online and SMB businesses. Every term is structured to protect your position as the incoming owner.
Firms We’ve Helped
We Review SPAs the Way Buyers Read Them, With the Outcome in Mind
Stock purchases carry a different risk profile than asset deals. You’re acquiring the entire entity, including its history, contracts, liabilities, and cap table. We make sure every clause reflects what you’re actually taking on and what protections you need before signing.
What’s Covered?
Purchase Price & Payment Structure
Define how the total purchase price is calculated, paid, and adjusted based on verified financials and closing conditions.
We handle:
Lump sum vs. installment terms
Earnout triggers and milestones
Escrow holdback and release terms
Working capital adjustment mechanisms
Price allocation across equity classes
Representations & Warranties
Require sellers to make verified, binding statements about the company’s financial standing, legal compliance, and ownership structure.
We handle:
Revenue and financial accuracy
Authority and capacity to sell
Absence of undisclosed liabilities
Compliance with laws and agreements
No pending or threatened litigation
Stock & Equity Terms
Clarify the exact shares being transferred, their class, voting rights, and any restrictions that carry over post-close.
We handle:
Share class and voting rights
Transfer restrictions and lock-ups
Anti-dilution protections for buyer
Preemptive rights on future issuance
Drag-along and tag-along provisions
Founder & Employee Stock
Account for all outstanding founder equity, vesting schedules, and employee stock obligations that transfer with the entity.
We handle:
Founder vesting schedules and acceleration
Employee stock option pool status
Unvested share treatment at closing
Repurchase rights on departing holders
Key employee retention equity terms
Preferred Stock & Investor Protections
Address existing investor rights, liquidation preferences, and any preferred terms that affect the buyer’s ownership position post-close.
We handle:
Liquidation preference stack and priority
Conversion rights to common stock
Dividend rights and accumulation terms
Board seat and governance provisions
Protective provisions and consent rights
Indemnification & Liability Caps
Set clear boundaries on post-close liability exposure for both buyer and seller, with defined caps, baskets, and survival periods.
We handle:
Indemnification obligations both parties
Liability cap amounts and thresholds
Basket and deductible structures
Survival periods for key claims
Escrow tied to indemnification terms
Dispute Resolution & Post-Closing
Establish how disputes are handled after closing and what obligations both parties carry through the transition period.
We handle:
Arbitration vs. litigation selection
Governing law and jurisdiction
Post-close adjustment dispute process
Seller transition and cooperation terms
Confidentiality obligations after closing
The Due Diligence Team
Mushfiq Sarker
Founder and M&A Analyst
Mushfiq has been active in business acquisitions since 2008, with over 220+ exits to date. He has performed due diligence on over 1,000+ businesses and brings a breadth of experience in technical and financial due diligence. Connect on LinkedIn. Read more about me.
David Holmes
Amazon FBA & eCommerce Analyst
David has acquired, grown, and successfully exited 2 Amazon-based businesses. He now consults for multiple 7-figure Amazon FBA brands. Connect on LinkedIn.
Christopher S. Lee
M&A CPA
Christopher is a seasoned CPA who spent years in senior tax roles. He now works directly with entrepreneurs doing buy-side due diligence, specifically focused on Quality of Earnings (QoE) reports. Connect on LinkedIn.
Testimonials
Working with Mushfiq was one of the most valuable decisions I made during my business acquisition process. From the very beginning, he brought clarity, structure, and strategic insight that made what could have been an overwhelming experience feel manageable and intentional.
He was instrumental in helping me evaluate opportunities, ask the right questions, and avoid common mistakes. What I appreciated most was his ability to balance big picture thinking with practical guidance.
Beyond his expertise, he was responsive, thoughtful, and genuinely invested in my success. I always felt supported but also empowered to make my own decisions with confidence.
I would highly recommend Mushfiq to anyone looking to acquire a business, especially if you want results!
Deanne Cherise
Acquired $1M website
I engaged WebAcquisition on 3 pieces of work for a business acquisition: marketing and technical diligence, financial diligence, and an opportunity identification and evaluation report (what they call “Easy Wins”). I was very pleased with all three, with the two diligence pieces giving me good comfort, and the Easy Wins report opening my aperture for what was possible after acquisition.
Gold Creek Pond
I hired Mushfiq and his team for their concierge Deal Sourcing service. Over a 8 month period, the team worked to source deals both on and off-market that met my investment criteria. We found a stable $2M eCommerce business that we closed on. They assisted in structuring the deal where we put down 60% and the rest was seller-financed. They also performed due diligence to ensure it was a stable business. Overall, the service is highly recommended!
Twenty Hours
Mushfiq and team did an outstanding job on their due diligence, identifying a critical element in the business that we were looking at that caused us to back away from the deal. Really appreciate the attention to detail and thoroughness of their evaluation of our potential acquisition target and I definitely plan to use them again.
I purchased a package of five “site reviews” by Mushfiq. I am super impressed with the feedback Mushfiq gives and the value delivered. Even though I have not moved forward purchasing any of the sites I’ve asked Mushfiq to review, I wouldn’t think of buying an online business without getting his take first. I’ve learned a ton from him on each review delivered.
Mushfiq and the team are experts and are always great to work with. Not only do they have a very quick turnaround on Due Diligence reports themselves (I’ve used them twice now for two successful purchases), Mushfiq is always available for follow-up questions. He is also extremely quick to respond. Would recommend.
Paragraph Capital
The WebAcquisition team helped us perform due diligence reviews on multiple Amazon FBA businesses. We received an actionable report with many insights. I highly recommend Mushfiq and his team!
Venturr.io
“Mushfiq & his team did a great job with the full due diligence report… Not only did he look at the financials but did a full analysis on domain history, website history, market analysis, traffic, SEO, backlink, projections, valuation & deal structure and more. This is what I needed to make an informed decision and to acquire the business… I would definitely hire him again to do my M&A due diligence.”
Jon Kong
WebAcquisitions was fast, responsive, and most competitively priced. Turning around my report in only 5 days, they are one of the few firms that do a thorough SEO assessment as well as validating revenues. Mushfiq’s experience allowed us to catch things that weren’t on our radar.
Jasmine Grainger
I hired the WebAcquistion team to perform due diligence on a few content, Shopify, and newsletter businesses. Their deep expertise in operating such businesses definitely shows in the reports. Recommended!
Indexsy
We hired Mushfiq’s team to perform due diligence on various content sites. Their reports were extremely thorough and pointed out insights that helped us make an acquisition decision.
Scott Oldford
The Wisdom Group
WebAcquisition team performed a due diligence review of a content website we wanted to acquire from Empire Flipper’s brokerage. They reviewed everything related to the website and provided insights that have helped us make a decision. Recommended!
My consultation with WebAcquisition was very valuable and insightful. I was seeking feedback on potentially merging two sites into one and the conversation helped determine the best path forward, but also covered some other things like better monetization techniques. Extremely knowledgeable and experienced
Bryan May
I was very happy with the [Amazon KDP] report as it opened my eyes and without question prevented me from making a big mistake.
The report covers everything and makes your decision a lot easier, the money is well spent.
I highly recommend WebAcquisition.
Henrik H.
The DD report was very informative, detailed, and expertly put together.
It was a valuable tool to help inform my decision on the [YouTube channel] business I was looking to acquire. It was money well spent considering the cost of the business I was looking to buy. I highly recommend their services.
Brian Alper
It’s always a good idea to have another set of eyes review a deal, regardless of size. I’ve worked with Mushfiq, David and their team a few times now on pre-deal due diligence services. It is clear that they are very knowledgeable about the ecommerce space, highlighting the pros and cons of each deal and providing a thorough review of potential acquisitions, including any potential red flags. I would not hesitate to hire them again.
Andrew Valen
Mushfiq has done a few due diligence reports for me and they were all excellent.
He is very thorough in his analysis and review of the business and industry. He found some red flags that I never would have found and likely saved me from some bad acquisitions. I also did a consulting call with him to help with my acquisition strategy. The call was great and he helped me refine my strategy and focus. I would definitely recommend Mushfiq.
Andy Edler
Common Questions
Who is this service ideal for?
Buyers acquiring a business by purchasing equity, where the entity transfers rather than individual assets. Common with SaaS acquisitions or deals where asset separation isn’t practical.
What do I need to share before the review begins?
Provide the draft SPA (if available), the cap table, operating agreement or corporate bylaws, existing shareholder agreements, and a summary of known liabilities. More context upfront means faster risk identification.
How long does a stock purchase agreement review typically take?
Standard reviews take 3 to 5 business days. More complex deals with multiple shareholders, convertible notes, or outstanding option pools may take 5 to 7 business days.
Can I ask questions or flag concerns while the review is in progress?
Yes. We stay accessible throughout. If something surfaces in diligence that affects the SPA terms, loop us in. We adjust our analysis in real time.
What if the deal structure changes after you’ve started the review?
Deals shift. New liabilities surface. Sellers renegotiate. We adapt the review to reflect the updated structure. You’re not locked into the original scope if the deal changes.
Do you handle both simple and complex cap table structures?
Yes. Single owner LLCs are straightforward. Multi-member entities with preferred shares, SAFEs, or vesting schedules require more scrutiny. We review the cap table against the SPA to confirm a clean title.
GET IN TOUCH
Don’t take on hidden liabilities because the stock purchase agreement wasn’t reviewed properly. Tell us about your deal and we’ll review the agreement or draft it from scratch.
Other Services
We support buyers beyond due diligence. Here’s what else we offer:
