San Antonio, Texas Sample Stock Purchase Agreement between Vlasic Foods International, Inc., Money's Foods (U.S.) Ltd., and Money's Mushrooms, Ltd. This agreement, hereinafter referred to as the "Stock Purchase Agreement," is entered into on [Date], between Vlasic Foods International, Inc., a corporation duly organized and existing under the laws of [State/Country], with its principal office located at [Address], hereinafter referred to as the "Purchaser," and Money's Foods (U.S.) Ltd., and Money's Mushrooms, Ltd., both corporations organized and existing under the laws of [State/Country], with their principal offices located at [Address], hereinafter collectively referred to as the "Seller." I. Introduction and Background The Stock Purchase Agreement is entered into with the intention of facilitating the purchase and sale of certain stock and assets owned by the Seller and to define the terms and conditions governing the transaction. II. Shares and Purchase Price 1. Type of Stock: The Seller agrees to sell and transfer to the Purchaser, and the Purchaser agrees to purchase and acquire, [Number of Shares] shares of common stock in Money's Foods (U.S.) Ltd., and [Number of Shares] shares of common stock in Money's Mushrooms, Ltd. 2. Purchase Price: The total purchase price for the shares being sold under this Agreement is stated as [Amount in Dollars], payable as follows: [Specify Payment Terms]. III. Representations and Warranties 1. Seller's Representations: The Seller represents and warrants that it is the legal owner of the shares being sold, and they are free from any liens, encumbrances, or third-party claims. The Seller further represents that it has full authority to enter into this Agreement and has taken all necessary corporate actions to authorize this transaction. 2. Purchaser's Representations: The Purchaser represents and warrants that it has full power and authority to execute and deliver this Agreement and to fulfill its obligations herein. Additionally, the Purchaser acknowledges that it has conducted its own due diligence concerning the shares and assets being sold. IV. Closing and Deliveries 1. Closing Date: The closing of the sale and transfer of the shares shall take place on [Date] (the "Closing Date"). 2. Deliveries: On the Closing Date, the Seller shall deliver to the Purchaser all necessary stock certificates, stock powers, and other documents necessary to complete the transfer of the shares. The Purchaser shall provide payment as per the agreed purchase price. V. Indemnification 1. Indemnification by Seller: The Seller agrees to indemnify and hold harmless the Purchaser from any claims, liabilities, or losses arising out of any misrepresentation, breach of warranty, or violation of laws related to the shares being sold. VI. Confidentiality and Non-Disclosure 1. Confidentiality: Both parties agree to keep all non-public information regarding this Agreement and the transaction confidential and not to disclose such information to any third party except as required by law or with the other party's written consent. VII. Governing Law and Jurisdiction 1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of Texas. 2. Jurisdiction: Any disputes arising out of or relating to this Agreement shall be resolved in the federal or state courts located in [City/County], Texas. In witness whereof, the parties have executed this Stock Purchase Agreement with effective date as of the day and year first above written. [Vlasic Foods International, Inc.] By: [Authorized Representative] Title: [Position] [Money's Foods (U.S.) Ltd.] By: [Authorized Representative] Title: [Position] [Money's Mushrooms, Ltd.] By: [Authorized Representative] Title: [Position]