California Sample Purchase Agreement This California Sample Purchase Agreement is entered into between Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC, hereinafter referred to as the "Parties" or individually as the "Party," for the purpose of facilitating the sale of all shares of capital stock. Keywords: Resort Petroleum Corp., Resort Gas Resources Company, Inc., EX Operating, LLC, purchase agreement, sale, shares, capital stock Different types of California Sample Purchase Agreements between the aforementioned parties regarding the sale of all shares of capital stock may include: 1. Asset Purchase Agreement: This type of purchase agreement focuses on the transfer and acquisition of specific assets rather than the entire business. It outlines the terms and conditions for the sale of select assets related to the capital stock. 2. Stock Purchase Agreement: This agreement involves the transfer of all shares of capital stock from the selling party to the purchasing party. It encompasses the entirety of the business, including its assets, liabilities, and obligations. 3. Merger Agreement: In some instances, the Parties may choose to merge their respective businesses to facilitate the sale of all shares of capital stock. A merger agreement outlines the terms and conditions under which two or more companies combine to form a single entity. 4. Share Exchange Agreement: This type of agreement allows for the exchange of shares between the Parties involved. It permits the selling party to transfer their shares of capital stock in exchange for shares of the purchasing party. Regardless of the type of purchase agreement utilized, this California Sample Purchase Agreement sets forth various key provisions, including but not limited to: — Identification of Parties: Clearly identifying the names and legal entities of Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC as the participating parties in the agreement. — Purchase Price: Determining the agreed-upon purchase price for the sale of all shares of capital stock, which may include cash, assets, securities, or a combination thereof. — Representations and Warranties: Outlining the statements made by the Parties regarding the accuracy and completeness of information pertaining to the business, assets, and liabilities. — Closing Conditions: Stipulating the conditions that must be satisfied for the closing of the purchase agreement to occur, such as regulatory approvals, third-party consents, and compliance with applicable laws. — Indemnification: Detailing the provisions for indemnification, including the allocation of liabilities and obligations related to the business and capital stock after the closing of the agreement. — Governing Law and Dispute Resolution: Specifying that the purchase agreement is governed by the laws of California and outlining the method of resolution for any disputes arising out of the agreement, such as arbitration or mediation. It is important to note that this content serves as a general outline for a California Sample Purchase Agreement and should be tailored to the specific needs and circumstances of Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC, as agreed upon by the Parties.