Nebraska Sample Purchase Agreement between Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC This Nebraska Sample Purchase Agreement is entered into by and between Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC (referred to as "Buyer", "Seller", and "Target Company" respectively) for the purpose of facilitating the sale of all shares of capital stock of the Target Company. This agreement is legally binding and covers the terms and conditions of the transaction. Key provisions of this Nebraska Sample Purchase Agreement may include: 1. Purchase Price: The agreed-upon purchase price for the all shares of capital stock of the Target Company. 2. Representations and Warranties: Both the Buyer and the Seller make representations and warranties about their respective legal capacity, authority, and the accuracy of information provided during the negotiation and execution of the agreement. 3. Conditions Precedent: Stipulations and requirements that must be fulfilled before the completion of the sale. 4. Confidentiality: The parties agree to keep all non-public information regarding the transaction strictly confidential. 5. Covenants: The Seller agrees to conduct business in the ordinary course until the closing date. Both parties may include other specific covenants, such as non-compete or non-solicitation agreements. 6. Indemnification: The agreement may outline the indemnification obligations of both parties to protect against any future losses, damages, or claims arising from breaches of representations, warranties, or covenants. 7. Governing Law and Jurisdiction: Determination of the applicable laws to govern the agreement and the jurisdiction where any disputes will be resolved. 8. Termination: The circumstances under which either party can terminate the agreement without completing the sale. Types of Nebraska Sample Purchase Agreements between Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC regarding the sale of all shares of capital stock may include: 1. Asset Purchase Agreement: If the transaction involves the purchase of specific assets of the Target Company rather than all shares of capital stock. 2. Stock Purchase Agreement: When the Buyer purchases all outstanding shares of capital stock from the Seller, resulting in a change in the ownership of the Target Company. 3. Merger Agreement: If the transaction involves the merger of the Target Company with either Resort Petroleum Corp., Resort Gas Resources Company, Inc., or EX Operating, LLC. Note: The aforementioned types of purchase agreements are general examples and may vary depending on the specific circumstances, negotiation, and legal requirements.