Title: Kentucky Sample Stock Purchase Agreement: Reassure America Life Insurance Co. and Penn corp Financial Group, Inc. — Detailed Description of Issued and Outstanding Common Stock Introduction: This detailed description delves into the Kentucky Sample Stock Purchase Agreement between Reassure America Life Insurance Co. and Penn corp Financial Group, Inc., specifically addressing the transaction involving the issued and outstanding common stock. The agreement aims to outline the terms, conditions, and obligations related to the purchase of the common stock. 1. Parties Involved: The Kentucky Sample Stock Purchase Agreement involves two primary parties: — Reassure America Life Insurance Co. (hereafter referred to as "RELIC"): A life insurance company based in Kentucky, focusing on providing insurance products for individuals and businesses. Penn corprp Financial Group, Inc. (hereafter referred to as "Penn corp"): A financial services corporation operating in Kentucky, specializing in various financial solutions such as insurance, investment, and advisory services. 2. Nature of the Agreement: The agreement represents a legally binding contract between RELIC and Penn corp, defining the terms and conditions for the purchase and sale of issued and outstanding common stock of RELIC. It explicates the rights, responsibilities, and obligations of both parties during and after the transaction. 3. Description of Issued and Outstanding Common Stock: The agreement pertains specifically to the common stock issued by RELIC, which signifies ownership in the company and grants shareholders certain rights. The issued and outstanding common stock represents the total number of shares of common stock presently held by existing shareholders and available for purchase. 4. Key Components of the Agreement: The Kentucky Sample Stock Purchase Agreement discusses various essential provisions, including but not limited to: a) Purchase Price: The agreement specifies the agreed-upon price at which Penn corp will acquire the issued and outstanding common stock shares from RELIC. b) Closing Conditions: The conditions precedent for closing the stock purchase transaction, such as regulatory compliance, shareholder approvals, and completion of due diligence. c) Representations and Warranties: Both parties provide assurances regarding the accuracy of information, ownership, financial statements, and legal compliance related to the common stock. d) Indemnification: Mechanisms and limitations set forth to safeguard each party against potential losses, liabilities, or damages that may arise from the stock purchase agreement. e) Confidentiality: The agreement includes provisions ensuring the confidentiality of sensitive business and financial information exchanged between the parties. f) Governing Law: Specifies the jurisdiction in which the agreement is governed and interpreted, often within the state of Kentucky. 5. Types of Kentucky Sample Stock Purchase Agreement: Though not explicitly mentioned, different types of Kentucky Sample Stock Purchase Agreements may exist, depending on the details and circumstances of the transaction. These might include variations related to the type of stock (preferred stock, common stock), the number of shares, purchase price, and specific provisions tailored to the parties' needs. Conclusion: The Kentucky Sample Stock Purchase Agreement between RELIC and Penn corp engages in the purchase and transfer of issued and outstanding common stock. Through this detailed description, the agreement's key components and key parties are thoroughly explained, providing a comprehensive overview for interested entities to better understand the nature and significance of such a stock purchase agreement.