Title: Nebraska Sample Stock Purchase Agreement between Reassure America Life Insurance Co. and Penn corp Financial Group, Inc. for Issued and Outstanding Common Stock Shares Keywords: Nebraska, Sample Stock Purchase Agreement, Reassure America Life Insurance Co., Penn corp Financial Group, issued shares, outstanding shares, common stock Introduction: Nebraska Sample Stock Purchase Agreement is a legal document that outlines the terms and conditions of a transaction between Reassure America Life Insurance Co. and Penn corp Financial Group, Inc. This agreement pertains to the purchase and transfer of issued and outstanding common stock shares. Let's delve into the specific details of this agreement: 1. Title and Purpose of the Agreement: The Nebraska Sample Stock Purchase Agreement establishes the framework for the purchase and transfer of issued and outstanding common stock shares between Reassure America Life Insurance Co. and Penn corp Financial Group, Inc. This agreement ensures a smooth and transparent transaction while safeguarding the rights and obligations of both parties. 2. Parties Involved: The agreement involves two entities: a) Reassure America Life Insurance Co. as the selling party (Seller). b) Penn corp Financial Group, Inc. as the buying party (Buyer). 3. Sale Terms: The agreement includes detailed provisions governing the transaction: a) Purchase Price: Specifies the amount agreed upon for the transfer of common stock shares. b) Payment Terms: Outlines the terms and conditions for payment, including methods, deadlines, and currency. c) Closing Date: Specifies the date on which the transaction will be executed. 4. Stock Transfer: The Nebraska Sample Stock Purchase Agreement covers the transfer of issued and outstanding common stock shares: a) Number of Shares: Specifies the exact quantity of common stock shares to be transferred. b) Share Certificates: Describes the process for the physical transfer of share certificates to the buyer. c) Transfer of Ownership: Outlines the mechanisms for the legal transfer of ownership from seller to buyer. 5. Representations and Warranties: The agreement includes representations and warranties made by both parties to ensure the accuracy and completeness of the transaction: a) Seller's Representations: Seller guarantees that the shares sold are validly issued, fully paid, and owned by them without any third-party claims. b) Buyer's Representations: Buyer confirms their ability and intention to complete the purchase as per the agreed terms. c) Indemnification: Discusses indemnification obligations for potential breaches of representations and warranties. 6. Miscellaneous Clauses: The Nebraska Sample Stock Purchase Agreement includes additional clauses ensuring clarity and legality: a) Governing Law & Jurisdiction: Specifies the governing law and jurisdiction for resolving any disputes arising from the agreement. b) Entire Agreement: Recognizes that the agreement represents the complete understanding between the parties. c) Amendments: Outlines the procedures for making amendments or modifications to the agreement. d) Severability: States that if any provision is deemed unenforceable, the remaining provisions shall not be affected. Types of Nebraska Sample Stock Purchase Agreements: 1. Nebraska Sample Stock Purchase Agreement — Restricted Stock: Pertains to the purchase and transfer of restricted stock, subject to certain conditions. 2. Nebraska Sample Stock Purchase Agreement — Preferred Shares: Covers the purchase and transfer of preferred shares, which possess different rights and privileges than common stock. Conclusion: The Nebraska Sample Stock Purchase Agreement presented here illustrates the comprehensive nature of a legal document governing the purchase and transfer of issued and outstanding common stock shares. This agreement protects the interests of both Reassure America Life Insurance Co. and Penn corp Financial Group, Inc., ensuring a mutually beneficial transaction.