Guam Sample Stock Purchase Agreement: Acquisition of all Outstanding Shares of Fremont Financial Corp. by Fin ova Capital Corp. Introduction: The Guam Sample Stock Purchase Agreement outlines the terms and conditions for the acquisition of all outstanding shares of Fremont Financial Corp. by Fin ova Capital Corp. This agreement serves as a legally binding document that ensures a seamless transfer of ownership, protects the interests of both parties, and facilitates a successful acquisition. Keywords: Guam, Sample Stock Purchase Agreement, acquisition, Fin ova Capital Corp., outstanding shares, Fremont Financial Corp. 1. Parties Involved: This agreement is entered by and between Fin ova Capital Corp., referred to as the "Purchaser," and Fremont Financial Corp., referred to as the "Seller." 2. Purpose: The purpose of this agreement is to define the terms, conditions, and obligations associated with the acquisition of all outstanding shares of Fremont Financial Corp. by Fin ova Capital Corp. 3. Acquisition Details: — The Purchaser agrees to acquire all outstanding shares of Fremont Financial Corp., representing 100% ownership. — The acquisition will be executed through a purchase of shares and a transfer of ownership in consideration for the agreed purchase price. 4. Purchase Price and Payment: — The parties have mutually agreed upon a purchase price for all outstanding shares. — The payment will be made as per the agreed schedule and method, which may include cash, stock, or a combination thereof. 5. Conditions Precedent: — The agreement is subject to certain conditions, such as obtaining necessary regulatory approvals, completing due diligence, and obtaining any required consents. — Both parties will undertake efforts to fulfill these conditions within the specified timeframe. 6. Representations and Warranties: — The Seller represents and warrants that they have the legal right to sell the outstanding shares and that no third-party claims or encumbrances exist on the shares. — The Purchaser acknowledges the representations and warranties made by the Seller and agrees to rely on them. 7. Indemnification: — The Seller agrees to indemnify and hold the Purchaser harmless from any losses, damages, or liabilities arising out of any breach of representations or warranties. — Both parties shall maintain appropriate insurance coverage to mitigate any potential risks or claims. 8. Confidentiality: — Both parties agree to maintain strict confidentiality regarding all confidential information shared during the negotiation and execution of this agreement. — The confidentiality provisions extend beyond the closing of the acquisition. 9. Termination and Remedies: — The agreement may be terminated by mutual agreement, non-fulfillment of conditions precedent, or material breach by either party. — Termination provisions outline the remedies available to the parties in case of a breach or cancellation. Different Types of Guam Sample Stock Purchase Agreement regarding acquisition by Fin ova Capital Corp. of all outstanding shares of Fremont Financial Corp.: 1. Share Purchase Agreement with Cash Consideration: — This agreement involves the acquisition of all outstanding shares of Fremont Financial Corp., wherein the Purchaser agrees to pay the purchase price entirely in cash. 2. Share Purchase Agreement with Stock Consideration: — This agreement involves the acquisition of all outstanding shares of Fremont Financial Corp., wherein the Purchaser agrees to pay the purchase price by issuing new shares of Fin ova Capital Corp. 3. Share Purchase Agreement with Combination Consideration: — This agreement involves the acquisition of all outstanding shares of Fremont Financial Corp., wherein the Purchaser agrees to pay the purchase price using both cash and stock consideration, as agreed upon by both parties. Note: While these are different types of Guam Sample Stock Purchase Agreements regarding the acquisition by Fin ova Capital Corp. of all outstanding shares of Fremont Financial Corp., they may vary in their specific terms and conditions based on the negotiations between the parties involved.