stock purchase agreement in englishStock Purchase Agreement THIS AGREEMENT is made and entered into this _1_ day of ________2_______ 20_3_ by and between _________4_________ hereinafter referred to as

by the Seller. ARTICLE 2 [PURCHASE PRICE] The purchase price for the Corporation's Stock shall be $(10) per share, for a total purchase price of $(11), payable in cash at the closing of the transaction. ARTICLE 3 [CLOSING] The closing of the transaction contemplated hereby shall take place on the (12) day of (13), 20(14), at the offices of (15), at (16), or at such other place and time as may be mutually agreed upon by the parties hereto. At the closing, the Seller shall deliver to the Purchaser the certificates representing the Corporation's Stock, duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed by the Seller, and the Purchaser shall deliver to the Seller the purchase price for the Corporation's Stock, in cash or by certified check. ARTICLE 4 [REPRESENTATIONS AND WARRANTIES OF SELLER] The Seller represents and warrants to the Purchaser as follows: (a) The Seller is the record owner and holder of the Corporation's Stock, free and clear of all liens, pledges, charges, claims, and encumbrances of any kind whatsoever, and the Seller has full power and authority to sell, convey, transfer, and deliver the Corporation's Stock to the Purchaser. (b) The Corporation is a duly organized and validly existing corporation under the laws of the State of (17), and is in good standing under such laws. (c) The Corporation has the power and authority to issue the Corporation's Stock, and the Corporation's Stock is validly issued and outstanding, fully paid and non-assessable. (d) The Seller has not granted any option, warrant, or other right to purchase the Corporation's Stock to any person or entity. ARTICLE 5 [REPRESENTATIONS AND WARRANTIES OF PURCHASER] The Purchaser represents and warrants to the Seller as follows: (a) The Purchaser has full power and authority to enter into and perform this Agreement, and the execution, delivery, and performance of this Agreement by the Purchaser have been duly authorized by all necessary action on the part of the Purchaser. (b) The Purchaser has sufficient funds to pay the purchase price for the Corporation's Stock, and the payment of the purchase price will not result in any material adverse effect on the financial condition of the Purchaser. ARTICLE 6 [INDEMNIFICATION] The Seller agrees to indemnify and hold harmless the Purchaser from and against any and all claims, liabilities, losses, damages, and expenses, including reasonable attorneys' fees and expenses, arising out of or in connection with any breach of the Seller's representations and warranties set forth in this Agreement. The Purchaser agrees to indemnify and hold harmless the Seller from and against any and all claims, liabilities, losses, damages, and expenses, including reasonable attorneys' fees and expenses, arising out of or in connection with any breach of the Purchaser's representations and warranties set forth in this Agreement. ARTICLE 7 [GOVERNING LAW] This Agreement shall be governed by and construed in accordance with the laws of the State of (18), without giving effect to any choice or conflict of law provision or rule. ARTICLE 8 [ENTIRE AGREEMENT] This Agreement constitutes the entire agreement between the parties hereto with respect to the purchase and sale of the Corporation's Stock, and supersedes all prior negotiations, understandings, and agreements between such parties, whether written or oral, relating to such subject matter. ARTICLE 9 [AMENDMENTS AND WAIVERS] This Agreement may not be amended, modified, or supplemented except in writing signed by the parties hereto. Any waiver of any right hereunder shall be effective only if in writing signed by the party to be charged with such waiver. ARTICLE 10 [ASSIGNMENT] Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned or delegated by any party hereto without the prior written consent of the other party hereto, and any attempted assignment or delegation without such consent shall be null and void. ARTICLE 11 [NOTICES] Any notice, request, demand, or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, postage prepaid, return receipt requested, or by facsimile transmission with confirmation of receipt, to the parties hereto at the following addresses (or at such other address as shall be specified by like notice): If to the Seller: (19)_ If to the Purchaser: (20)___ ARTICLE 12 [COUNTERPARTS] This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SELLER: (21)___ PURCHASER: (22)__