New Hampshire Sample Agreement for Purchase and Sale of Stock between PCB Ban corp, Queen City Bank, N.A., and Directors Introduction: This Sample Agreement for Purchase and Sale of Stock is designed specifically for transactions involving PCB Ban corp, Queen City Bank, N.A., and its Directors. New Hampshire law governs this agreement, ensuring compliance with the jurisdiction's regulations. 1. Parties: This agreement involves PCB Ban corp, a financial holding company based in New Hampshire, and its subsidiary Queen City Bank, N.A., a national bank chartered under the laws of the United States. Additionally, the Directors of the aforementioned entities are vital participants in this agreement. 2. Purpose: The purpose of this agreement is to establish the terms and conditions for the purchase and sale of stock between PCB Ban corp, Queen City Bank, N.A., and its Directors. Through this transaction, the parties involved aim to transfer ownership or depository interests in Queen City Bank, N.A.'s common stock. 3. Terms and Conditions: a. Stock Purchase Price: This section outlines the agreed price per share or lump-sum amount paid by the purchaser for the purchase of stock. It specifies whether the transaction is for a fixed number of shares or a percentage of total shares. b. Representations and Warranties: Both PCB Ban corp and Queen City Bank, N.A., as sellers, and the Directors as purchasers, mutually provide representations and warranties to ensure the validity, legality, and financial accuracy of the transaction. c. Closing and Delivery: This section details the closing procedures, the timeline for completing the transaction, and the delivery of necessary documents such as stock certificates, opinion letters, and representations. d. Governing Law and Jurisdiction: As mentioned earlier, this agreement explicitly adheres to New Hampshire state law and specifies the jurisdiction where any disputes will be resolved. e. Indemnification: This section covers the process and extent of indemnification by the parties involved, protecting them from potential financial losses arising from misrepresentations, breaches, or non-compliance with regulations. f. Confidentiality: To safeguard proprietary information, this agreement includes specific clauses regarding the confidentiality of financial statements, trade secrets, and any other confidential information exchanged during the transaction. g. Termination: This clause outlines the circumstances under which the agreement may be terminated by either party, such as a breach of representations or failure to obtain necessary regulatory approvals. 4. Types of New Hampshire Sample Agreement for Purchase and Sale of Stock: While this agreement template is designed to cater to the specific needs of PCB Ban corp, Queen City Bank, N.A., and its Directors, it can be modified accordingly to accommodate different terms or parties involved. Variations may arise based on the number of shares, purchase price, or other specific conditions unique to each transaction. Conclusion: This New Hampshire Sample Agreement for Purchase and Sale of Stock serves as a legally binding contract, setting forth the terms outlining an equitable transfer of ownership or depository interests in Queen City Bank, N.A. It balances the interests of PCB Ban corp, Queen City Bank, N.A., and its Directors while adhering to New Hampshire state regulations governing such transactions.