Connecticut Sample Purchase Agreement between Refer Corporation, Refer Northeast, Spy plane, LLC, and Equity holders This Connecticut Sample Purchase Agreement is entered into between Refer Corporation (referred to as "Buyer"), Refer Northeast (referred to as "Seller"), and Spy plane, LLC (referred to as "Target Company"), collectively referred to as "Parties." In this agreement, the "Equity holders" represent the individuals or entities holding equity interests in the Target Company. The purpose of this Purchase Agreement is to outline the terms and conditions under which Buyer will acquire the equity interests of the Target Company owned by the Equity holders. 1. Purchase Price: The Parties have mutually agreed upon a purchase price, which shall be paid by Buyer to the Equity holders in consideration for the equity interests being transferred. 2. Closing Date: The closing of the transaction shall take place on a mutually agreed date ("Closing Date"), when all necessary documents and conditions precedent are fulfilled. 3. Representations and Warranties: The Equity holders will represent and warrant that they have full authority and power to sell their equity interests, which are being transferred to Buyer. They will also represent that there are no outstanding liabilities, claims, or litigation that could affect the value or transferability of the equity interests. 4. Post-Closing Obligations and Covenants: The Parties may agree on additional obligations and covenants to be fulfilled after the Closing Date. These obligations may include obligations related to transition, non-competition, or confidentiality. 5. Default: In the event of a default by either Party, the non-defaulting Party will have the right to terminate this Purchase Agreement and seek legal remedies available under Connecticut law. 6. Governing Law and Jurisdiction: This Purchase Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut. Any disputes arising from this agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Connecticut. Types of Connecticut Sample Purchase Agreement between Refer Corporation, Refer Northeast, Spy plane, LLC, and Equity holders can include: 1. Stock Purchase Agreement: This type of agreement focuses on the purchase and transfer of equity interests in the Target Company in exchange for a purchase price. 2. Asset Purchase Agreement: In certain situations, the Buyer may intend to acquire specific assets of the Target Company instead of purchasing equity interests. In this case, an Asset Purchase Agreement will outline the terms and conditions of the asset acquisition. 3. Merger and Acquisition Agreement: If the transaction involves a merger or acquisition of the Target Company by Buyer, a more comprehensive Merger and Acquisition Agreement will be used. This agreement will cover the purchase of equity interests as well as additional terms related to the integration of the Target Company with the Buyer. It is important to note that the specific terms and provisions of any Connecticut Sample Purchase Agreement will depend on the negotiation and agreement reached between the Parties involved.