STOCK PURCHASE AGREEMENT

(State of Alaska)

TABLE OF CONTENTS

1. Definitions
2. Purchase and Sale of Shares
3. Purchase Price and Payment
4. Representations and Warranties of the Seller
5. Representations and Warranties of the Buyer
6. Representations and Warranties of the Company
7. Covenants
8. Conditions to Closing
9. Indemnification
10. Termination
11. Dispute Resolution
12. General Provisions
13. Execution

RECITALS

STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of [__/__/____] (the "Effective Date"), by and among:

SELLER:
Name: [________________________________]
A [________________________________] organized under the laws of [________________________________]
Address: [________________________________]
(hereinafter referred to as "Seller")

BUYER:
Name: [________________________________]
A [________________________________] organized under the laws of [________________________________]
Address: [________________________________]
(hereinafter referred to as "Buyer")

COMPANY:
Name: [________________________________]
An Alaska corporation
Principal Office: [________________________________]
(hereinafter referred to as the "Company")

Seller, Buyer, and Company are each referred to herein as a "Party" and collectively as the "Parties."

WHEREAS, Seller is the record and beneficial owner of [________________________________] shares of [________________________________] stock, par value $[____] per share (the "Shares"), of the Company, representing [____]% of the issued and outstanding shares of the Company;

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Shares on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the Company is a corporation duly organized and existing under the Alaska Corporations Code (AS 10.06);

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 — DEFINITIONS

1.1 As used in this Agreement, the following terms shall have the meanings set forth below:

(a) "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

(b) "Alaska Corporations Code" means Alaska Statutes Title 10, Chapter 06 (AS 10.06), as amended from time to time.

(c) "Alaska Securities Act" means Alaska Statutes Title 45, Chapter 56 (AS 45.56), as amended from time to time.

(d) "Business Day" means any day other than a Saturday, Sunday, or any day on which banking institutions in Anchorage, Alaska are authorized or required to close.

(e) "Closing" means the consummation of the transactions contemplated by this Agreement.

(f) "Closing Date" means the date on which the Closing occurs, as specified in Section 3.3.

(g) "Encumbrance" means any lien, pledge, mortgage, charge, security interest, restriction, claim, option, right of first refusal, preemptive right, or other encumbrance of any kind.

(h) "GAAP" means generally accepted accounting principles in the United States, consistently applied.

(i) "Governmental Authority" means any federal, state, local, or foreign government or any court, administrative agency, commission, or other governmental authority or instrumentality.

(j) "Knowledge" means, with respect to any Person, the actual knowledge of such Person after reasonable inquiry.

(k) "Law" means any statute, law, ordinance, regulation, rule, code, order, or other requirement of any Governmental Authority.

(l) "Material Adverse Effect" means any event, occurrence, fact, condition, or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (i) the business, results of operations, condition (financial or otherwise), or assets of the Company, or (ii) the ability of any Party to consummate the transactions contemplated hereby.

(m) "Permitted Encumbrances" means (i) statutory liens for taxes not yet due and payable or being contested in good faith by appropriate proceedings, (ii) mechanics', carriers', workers', repairers', and similar liens, and (iii) zoning, entitlement, and other land use and environmental regulations.

(n) "Person" means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, or other entity.

(o) "Purchase Price" has the meaning set forth in Section 3.1.

(p) "Securities Act" means the Securities Act of 1933, as amended.

(q) "Shares" has the meaning set forth in the Recitals.

(r) "Transaction Documents" means this Agreement and all schedules, exhibits, certificates, and other documents delivered or to be delivered in connection herewith.

ARTICLE 2 — PURCHASE AND SALE OF SHARES

2.1 Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer, convey, and deliver to Buyer, and Buyer shall purchase, acquire, and accept from Seller, the Shares, free and clear of all Encumbrances (other than Permitted Encumbrances and restrictions under applicable federal and state securities laws).

2.2 Transfer of Shares. At the Closing, Seller shall deliver to Buyer:

(a) Stock certificate(s) representing the Shares, duly endorsed in blank or accompanied by duly executed stock powers in blank, in proper form for transfer, with all applicable transfer stamps affixed thereto;

(b) Evidence satisfactory to Buyer that any transfer restrictions applicable to the Shares under the Company's articles of incorporation, bylaws, or any shareholder agreement have been satisfied or waived; and

(c) Such other documents and instruments as Buyer may reasonably request to effect the transfer of the Shares.

2.3 Company Transfer Records. The Company shall, promptly following the Closing, record the transfer of the Shares on its stock ledger and issue new stock certificate(s) in the name of Buyer, subject to any applicable legends required under AS 10.06.360 (restrictions on transfer of shares) or applicable securities laws.

2.4 Further Assurances. Each Party shall, at any time and from time to time after the Closing, execute and deliver such additional documents and instruments and take such further actions as may be necessary or desirable to carry out the purposes of this Agreement.

ARTICLE 3 — PURCHASE PRICE AND PAYMENT

3.1 Purchase Price. The aggregate purchase price for the Shares shall be $[________________________________] (the "Purchase Price"), subject to adjustment as set forth in this Article 3.

3.2 Payment of Purchase Price. The Purchase Price shall be paid as follows:

☐ (a) Lump Sum at Closing. The full Purchase Price shall be paid at the Closing by wire transfer of immediately available funds to Seller's designated account.

☐ (b) Installment Payments. The Purchase Price shall be paid as follows:
- $[________________________________] at the Closing; and
- The remaining balance of $[________________________________] in [____] equal installments of $[________________________________] each, payable on the [____] day of each [month/quarter] commencing on [__/__/____], pursuant to a promissory note in the form attached hereto as Exhibit A.

☐ (c) Escrow. $[________________________________] of the Purchase Price (the "Escrow Amount") shall be deposited into an escrow account with [________________________________] (the "Escrow Agent") at the Closing, to be released in accordance with the Escrow Agreement in the form attached hereto as Exhibit B.

3.3 Closing. The Closing shall take place at [________________________________], or remotely by exchange of documents and signatures, on [__/__/____], or on such other date and at such other place as the Parties may mutually agree in writing (the "Closing Date").

3.4 Purchase Price Adjustment.

(a) Within [____] days after the Closing Date, the Company shall deliver to Buyer a balance sheet of the Company as of the Closing Date (the "Closing Balance Sheet"), prepared in accordance with GAAP.

(b) The Purchase Price shall be adjusted upward or downward on a dollar-for-dollar basis to the extent that the net asset value of the Company as reflected on the Closing Balance Sheet exceeds or is less than $[________________________________] (the "Target Net Asset Value").

(c) Any dispute regarding the Closing Balance Sheet or the Purchase Price adjustment shall be resolved by an independent certified public accountant mutually agreed upon by the Parties (the "Independent Accountant"), whose determination shall be final and binding.

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF THE SELLER

Seller represents and warrants to Buyer that, as of the Effective Date and as of the Closing Date:

4.1 Authority and Capacity. Seller has full legal right, power, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. If Seller is an entity, Seller is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization.

4.2 Title to Shares. Seller is the record and beneficial owner of the Shares, free and clear of all Encumbrances (other than restrictions imposed by applicable securities laws). Seller has good and marketable title to the Shares.

4.3 No Conflicts. The execution, delivery, and performance of this Agreement by Seller does not and will not (i) violate any Law applicable to Seller, (ii) conflict with or result in a breach of any agreement to which Seller is a party, or (iii) require the consent of any Person except as set forth on Schedule 4.3.

4.4 Valid and Binding Obligation. This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting creditors' rights generally.

4.5 No Litigation. There is no action, suit, proceeding, or investigation pending or, to Seller's Knowledge, threatened against Seller that would affect Seller's ability to consummate the transactions contemplated hereby.

4.6 No Brokers. Seller has not engaged any broker, finder, or investment banker in connection with the transactions contemplated by this Agreement, and no broker, finder, or investment banker is entitled to any fee or commission from Buyer in connection herewith.

4.7 Investment Representations. Seller acknowledges that the Shares are not registered under the Securities Act or the Alaska Securities Act and that the sale of the Shares is being made in reliance upon applicable exemptions from registration.

4.8 Tax Matters. Seller has filed all tax returns required to be filed by Seller relating to the Shares and has paid all taxes owed with respect to the Shares. There are no tax liens or encumbrances on the Shares.

ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF THE BUYER

Buyer represents and warrants to Seller that, as of the Effective Date and as of the Closing Date:

5.1 Authority and Capacity. Buyer has full legal right, power, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. If Buyer is an entity, Buyer is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization.

5.2 No Conflicts. The execution, delivery, and performance of this Agreement by Buyer does not and will not violate any Law applicable to Buyer or conflict with or result in a breach of any agreement to which Buyer is a party.

5.3 Valid and Binding Obligation. This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

5.4 Investment Intent. Buyer is acquiring the Shares for Buyer's own account, for investment purposes only, and not with a view toward, or for resale in connection with, the public sale or distribution thereof. Buyer acknowledges that the Shares have not been registered under the Securities Act or the Alaska Securities Act (AS 45.56) and cannot be sold or transferred except in compliance with applicable federal and state securities laws.

5.5 Accredited Investor Status.

☐ Buyer is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act.

☐ Buyer is not an accredited investor but has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment.

5.6 Access to Information. Buyer has been given the opportunity to (i) ask questions of, and receive answers from, the Company and Seller concerning the terms and conditions of the Shares and the business and financial condition of the Company, and (ii) obtain such additional information necessary to verify the accuracy of the information provided.

5.7 Financial Capacity. Buyer has sufficient funds or committed financing available to pay the Purchase Price at the Closing.

5.8 No Brokers. Buyer has not engaged any broker, finder, or investment banker in connection with the transactions contemplated by this Agreement.

5.9 Compliance with Alaska Securities Act. Buyer understands that the sale of the Shares is intended to be exempt from registration under the Alaska Securities Act pursuant to one or more of the following exemptions (check all that apply):

☐ AS 45.56.110 — Exempt securities
☐ Private placement exemption (limited number of offerees)
☐ Accredited investor exemption
☐ Other: [________________________________]

ARTICLE 6 — REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Buyer that, as of the Effective Date and as of the Closing Date:

6.1 Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Alaska and the Alaska Corporations Code (AS 10.06). The Company has all requisite corporate power and authority to own its properties and assets and to conduct its business as presently conducted.

6.2 Capitalization. The authorized capital stock of the Company consists of [________________________________] shares of [________________________________] stock, par value $[____] per share, of which [________________________________] shares are issued and outstanding. All outstanding shares have been duly authorized, validly issued, fully paid, and nonassessable in accordance with AS 10.06.305 and AS 10.06.335. There are no outstanding options, warrants, convertible securities, or other rights to acquire shares of the Company's stock.

6.3 No Conflicts. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of the Company's articles of incorporation or bylaws or any agreement to which the Company is a party.

6.4 Financial Statements. The Company has delivered to Buyer true and complete copies of the following financial statements (the "Financial Statements"):

(a) Audited balance sheet and income statement for the fiscal year(s) ended [________________________________]; and

(b) Unaudited interim balance sheet and income statement for the [____]-month period ended [________________________________].

The Financial Statements have been prepared in accordance with GAAP and fairly present in all material respects the financial condition of the Company as of the dates, and for the periods, indicated.

6.5 Absence of Undisclosed Liabilities. The Company does not have any liabilities or obligations (whether absolute, accrued, contingent, or otherwise) except (i) those reflected or reserved against in the Financial Statements and (ii) those incurred in the ordinary course of business since the date of the most recent Financial Statements.

6.6 Compliance with Laws. The Company is in compliance in all material respects with all applicable Laws, including the Alaska Corporations Code (AS 10.06). The Company has filed all required biennial reports with the Alaska Division of Corporations, Business and Professional Licensing.

6.7 Material Contracts. Schedule 6.7 sets forth a complete and accurate list of all Material Contracts to which the Company is a party. For purposes of this Agreement, "Material Contract" means any contract, agreement, or arrangement to which the Company is a party involving obligations or payments in excess of $[________________________________].

6.8 Litigation. Except as set forth on Schedule 6.8, there is no action, suit, proceeding, investigation, or claim pending or, to the Company's Knowledge, threatened against the Company.

6.9 Tax Matters. The Company has timely filed all federal, state, and local tax returns required to be filed and has paid all taxes due and payable.

6.10 Employees and Benefits. Schedule 6.10 sets forth a list of all employees and all employee benefit plans maintained by the Company.

6.11 Environmental Matters. The Company is in material compliance with all applicable environmental Laws and has obtained all required environmental permits.

6.12 Intellectual Property. Schedule 6.12 sets forth a complete list of all patents, trademarks, trade names, copyrights, and other intellectual property owned by or licensed to the Company.

6.13 Real Property. Schedule 6.13 describes all real property owned or leased by the Company.

6.14 Insurance. The Company maintains insurance policies covering its assets and operations that are customary for businesses of the type conducted by the Company. Schedule 6.14 lists all current insurance policies.

ARTICLE 7 — COVENANTS

7.1 Conduct of Business Pending Closing. From the Effective Date through the Closing Date, the Company shall:

(a) Conduct its business in the ordinary course consistent with past practice;

(b) Preserve its business organization, relationships with customers and suppliers, and the services of its officers and employees;

(c) Not issue any shares of stock, options, warrants, or other securities;

(d) Not declare or pay any dividends or make any distributions to shareholders;

(e) Not enter into any material contract or amend or terminate any existing material contract;

(f) Not incur any indebtedness in excess of $[________________________________];

(g) Not sell, transfer, or dispose of any material assets outside the ordinary course of business;

(h) Not amend its articles of incorporation or bylaws; and

(i) Promptly notify Buyer of any event that could have a Material Adverse Effect.

7.2 Access to Information. From the Effective Date through the Closing Date, the Company shall provide Buyer and its representatives with reasonable access to the Company's books, records, properties, and personnel.

7.3 Confidentiality. Each Party shall maintain the confidentiality of all non-public information received from the other Parties in connection with this Agreement.

7.4 Regulatory Filings. The Parties shall cooperate in making all filings and obtaining all approvals required to consummate the transactions contemplated by this Agreement, including any filings required under:

(a) The Alaska Securities Act (AS 45.56);

(b) Federal securities laws, including any Form D filing required under Regulation D; and

(c) Any other applicable regulatory requirement.

7.5 Shareholder Approval. To the extent required by the Alaska Corporations Code (AS 10.06) or the Company's articles of incorporation or bylaws, the Company shall obtain shareholder approval of the transactions contemplated by this Agreement.

7.6 Transfer Restrictions. The Parties acknowledge that the Shares may be subject to transfer restrictions pursuant to the Company's articles of incorporation, bylaws, or any shareholder agreement, including any right of first refusal or right of first offer. The Company and Seller shall take all actions necessary to comply with or waive such restrictions prior to the Closing in accordance with AS 10.06.360.

7.7 Non-Competition. [If applicable] Seller agrees that for a period of [____] years following the Closing Date, Seller shall not, directly or indirectly, engage in any business that competes with the business of the Company within the State of Alaska.

7.8 Non-Solicitation. [If applicable] Seller agrees that for a period of [____] years following the Closing Date, Seller shall not, directly or indirectly, solicit or hire any employee of the Company.

ARTICLE 8 — CONDITIONS TO CLOSING

8.1 Conditions to Buyer's Obligations. The obligations of Buyer to consummate the Closing are subject to the satisfaction (or waiver by Buyer) of the following conditions:

(a) The representations and warranties of Seller and the Company set forth in this Agreement shall be true and correct in all material respects as of the Closing Date;

(b) Seller and the Company shall have performed and complied with all covenants and agreements required to be performed or complied with prior to or on the Closing Date;

(c) No action, suit, or proceeding shall be pending or threatened before any Governmental Authority that seeks to restrain or prohibit the consummation of the transactions contemplated by this Agreement;

(d) Buyer shall have received all documents required to be delivered by Seller and the Company at the Closing;

(e) All required consents, approvals, and waivers shall have been obtained;

(f) Since the Effective Date, there shall not have occurred any Material Adverse Effect;

(g) Buyer shall have completed its due diligence investigation of the Company and the results shall be satisfactory to Buyer in its sole discretion [if applicable during due diligence period]; and

(h) Buyer shall have received a certificate from the Alaska Department of Commerce, Community, and Economic Development confirming the good standing of the Company.

8.2 Conditions to Seller's Obligations. The obligations of Seller to consummate the Closing are subject to the satisfaction (or waiver by Seller) of the following conditions:

(a) The representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects as of the Closing Date;

(b) Buyer shall have performed and complied with all covenants and agreements required to be performed or complied with prior to or on the Closing Date;

(c) Buyer shall have delivered the Purchase Price (or the portion due at Closing) in accordance with Section 3.2; and

(d) No action, suit, or proceeding shall be pending or threatened before any Governmental Authority that seeks to restrain or prohibit the consummation of the transactions contemplated by this Agreement.

8.3 Conditions to Company's Obligations. The obligations of the Company to consummate the Closing are subject to the satisfaction (or waiver by the Company) of the following conditions:

(a) All conditions set forth in Sections 8.1 and 8.2 shall have been satisfied or waived;

(b) Any required board of directors or shareholder approval shall have been obtained; and

(c) The transactions shall not violate any provision of the Company's articles of incorporation or bylaws or any applicable Law.

ARTICLE 9 — INDEMNIFICATION

9.1 Indemnification by Seller. Seller shall indemnify, defend, and hold harmless Buyer and its Affiliates, officers, directors, employees, agents, and successors (the "Buyer Indemnified Parties") from and against any and all losses, damages, liabilities, claims, actions, judgments, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") arising out of or resulting from:

(a) Any breach of any representation or warranty of Seller contained in this Agreement;

(b) Any breach of any covenant or agreement of Seller contained in this Agreement; and

(c) Any pre-Closing tax liability of the Company not reflected in the Financial Statements.

9.2 Indemnification by Buyer. Buyer shall indemnify, defend, and hold harmless Seller and its Affiliates, officers, directors, employees, agents, and successors (the "Seller Indemnified Parties") from and against any and all Losses arising out of or resulting from:

(a) Any breach of any representation or warranty of Buyer contained in this Agreement; and

(b) Any breach of any covenant or agreement of Buyer contained in this Agreement.

9.3 Indemnification Basket. Neither Party shall be entitled to indemnification under this Article 9 unless the aggregate amount of Losses exceeds $[________________________________] (the "Basket"), in which case the indemnifying Party shall be liable for all Losses in excess of the Basket.

9.4 Indemnification Cap. The maximum aggregate liability of Seller under Section 9.1 shall not exceed $[________________________________] (the "Cap"), which shall be [____]% of the Purchase Price; provided, however, that the Cap shall not apply to Losses arising from fraud, willful misconduct, or breach of the representations in Sections 4.1 (Authority), 4.2 (Title to Shares), and 4.6 (No Brokers) (the "Fundamental Representations").

9.5 Survival. The representations and warranties contained in this Agreement shall survive the Closing for a period of [____] months following the Closing Date; provided, however, that the Fundamental Representations shall survive for the applicable statute of limitations period. The covenants and agreements contained in this Agreement shall survive the Closing in accordance with their terms.

9.6 Indemnification Procedures.

(a) Notice. The indemnified Party shall promptly notify the indemnifying Party in writing of any claim for which indemnification is sought (an "Indemnification Claim"). Failure to provide timely notice shall not relieve the indemnifying Party of its obligations except to the extent such failure actually prejudices the indemnifying Party.

(b) Defense of Third-Party Claims. If a Claim arises from a claim by a third party, the indemnifying Party shall have the right to assume the defense of such claim at its expense, provided that (i) the indemnifying Party conducts the defense diligently, and (ii) the indemnified Party shall have the right to participate in (but not control) the defense at its own expense.

(c) Settlement. The indemnifying Party shall not settle any third-party claim without the prior written consent of the indemnified Party (which consent shall not be unreasonably withheld) if such settlement imposes any obligation or restriction on the indemnified Party.

9.7 Exclusive Remedy. Except in cases of fraud or willful misconduct, the indemnification provisions of this Article 9 shall be the sole and exclusive remedy of the Parties for any Losses arising out of or relating to this Agreement.

ARTICLE 10 — TERMINATION

10.1 Termination Events. This Agreement may be terminated at any time prior to the Closing:

(a) By mutual written agreement of Seller and Buyer;

(b) By either Seller or Buyer if the Closing has not occurred on or before [__/__/____] (the "Outside Date"), unless the failure to close is due to the terminating Party's breach of this Agreement;

(c) By Buyer if there has been a material breach by Seller or the Company of any representation, warranty, covenant, or agreement contained in this Agreement that would cause the conditions set forth in Section 8.1 not to be satisfied, and such breach has not been cured within [____] days after written notice thereof;

(d) By Seller if there has been a material breach by Buyer of any representation, warranty, covenant, or agreement contained in this Agreement that would cause the conditions set forth in Section 8.2 not to be satisfied, and such breach has not been cured within [____] days after written notice thereof; or

(e) By either Party if any Governmental Authority of competent jurisdiction shall have issued an order, decree, or ruling permanently restraining, enjoining, or otherwise prohibiting the transactions contemplated by this Agreement.

10.2 Effect of Termination. If this Agreement is terminated pursuant to Section 10.1, this Agreement shall become void and of no further force or effect, and no Party shall have any liability to any other Party, except that:

(a) The obligations of the Parties under Article 7.3 (Confidentiality) and this Section 10.2 shall survive termination; and

(b) Termination shall not release any Party from liability for any breach of this Agreement prior to such termination.

10.3 Return of Documents. Upon termination of this Agreement, each Party shall promptly return or destroy all confidential documents and materials received from the other Parties.

ARTICLE 11 — DISPUTE RESOLUTION

11.1 Governing Law. This Agreement, and any dispute arising out of or relating to this Agreement, shall be governed by and construed in accordance with the laws of the State of Alaska, including the Alaska Corporations Code (AS 10.06), without giving effect to any choice or conflict of law rule that would cause the application of the laws of any other jurisdiction.

11.2 Forum Selection. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Alaska for any action or proceeding arising out of or relating to this Agreement.

11.3 Dispute Resolution Procedure. Prior to initiating any legal action, the Parties shall attempt to resolve any dispute arising under this Agreement as follows:

(a) Negotiation. The Parties shall first attempt to resolve the dispute through good-faith negotiation between senior executives of the Parties for a period of not less than thirty (30) days following written notice of the dispute.

(b) Mediation. If the dispute is not resolved through negotiation, the Parties shall submit the dispute to mediation administered by [________________________________] in Anchorage, Alaska, for a period of not less than sixty (60) days.

☐ (c) Arbitration (Optional). If the dispute is not resolved through mediation, the Parties agree that any remaining dispute shall be submitted to binding arbitration administered by [________________________________] in accordance with its Commercial Arbitration Rules, with the seat of arbitration in Anchorage, Alaska. The arbitration shall be conducted by [one (1) / three (3)] arbitrator(s). The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

11.4 Jury Trial Waiver. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

11.5 Injunctive Relief. Each Party shall be entitled to seek specific performance or injunctive relief from a court of competent jurisdiction, without the necessity of posting bond, to prevent or remedy breaches of this Agreement, in addition to any other remedy available at law or in equity.

11.6 Attorneys' Fees. In any action or proceeding to enforce any provision of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing Party.

ARTICLE 12 — GENERAL PROVISIONS

12.1 Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed duly given when (a) delivered personally, (b) sent by certified mail, return receipt requested, postage prepaid, (c) sent by recognized overnight courier, or (d) sent by email (with confirmation of receipt), addressed as follows:

If to Seller:
[________________________________]
[________________________________]
Email: [________________________________]

If to Buyer:
[________________________________]
[________________________________]
Email: [________________________________]

If to the Company:
[________________________________]
[________________________________]
Email: [________________________________]

12.2 Entire Agreement. This Agreement, together with the Schedules and Exhibits hereto and the other Transaction Documents, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, and understandings, whether written or oral.

12.3 Amendment and Waiver. This Agreement may be amended, modified, or supplemented only by a written instrument executed by all Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party.

12.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

12.5 Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that Buyer may assign its rights to an Affiliate of Buyer without Seller's consent, provided that such assignment does not relieve Buyer of its obligations hereunder.

12.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

12.7 Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties and their respective successors and permitted assigns any rights or remedies under or by reason of this Agreement.

12.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic transmission shall be deemed originals.

12.9 Expenses. Except as otherwise expressly provided herein, each Party shall bear its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby.

12.10 Construction. The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. Unless the context requires otherwise, the singular includes the plural and vice versa.

12.11 Schedules and Exhibits. The following Schedules and Exhibits are incorporated herein by reference:

ARTICLE 13 — EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Stock Purchase Agreement as of the Effective Date.

SELLER:

[________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

BUYER:

[________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

COMPANY:

[________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

ALASKA-SPECIFIC PRACTICE NOTES

Securities Compliance. Under the Alaska Securities Act (AS 45.56), all offers and sales of securities in Alaska must be registered or exempt from registration. Key exemptions include:

• AS 45.56.110 — Exempt securities (e.g., securities issued by governmental entities)
• Private placement exemptions — Available for limited offerings to a small number of purchasers; check AS 45.56 and associated regulations for current requirements
• Accredited investor exemptions — Notice filings may be required within 15 days after the first sale

Note: A federal securities exemption (e.g., Regulation D, Rule 506) does not automatically provide an exemption under Alaska law. Counsel must confirm compliance with both federal and state securities requirements.

Corporate Governance. Under the Alaska Corporations Code (AS 10.06):

• AS 10.06.305 governs the issuance of shares, including classes and series
• AS 10.06.335 specifies permissible forms of consideration for shares
• AS 10.06.360 addresses transfer restrictions on shares, which must be conspicuously noted on share certificates to be enforceable against transferees
• AS 10.06.450 establishes the duty of care for directors
• AS 10.06.490 governs indemnification of officers and directors

Filing Requirements. Alaska domestic corporations must file biennial reports with the Alaska Division of Corporations, Business and Professional Licensing. For-profit corporations must file by January 2 of each odd or even year (depending on the entity's assigned year). The biennial report fee is $100 for domestic corporations.

SOURCES AND REFERENCES

• Alaska Corporations Code (AS 10.06): https://law.justia.com/codes/alaska/title-10/chapter-06/
• Alaska Securities Act (AS 45.56): https://law.justia.com/codes/alaska/title-45/chapter-56/
• Alaska Division of Corporations — Forms and Fees: https://www.commerce.alaska.gov/web/cbpl/Corporations/CorpFormsFees.aspx
• Alaska Securities Exemptions: https://www.commerce.alaska.gov/web/dbs/Securities/ExemptionsfromRegistration.aspx

This template is provided by ezel.ai for informational purposes only. It does not constitute legal advice. Consult a licensed Alaska attorney before executing this agreement.