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EXHIBIT 10.9.2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of this
____ day of _____________, 1996, by and between Laminco Resources, Inc.
("Seller") whose address is 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx, X0X 0X0 and _________________ ("Buyer"), whose address is
___________________________________________________.
RECITALS:
A. Seller owns shares of Common Stock, par value $.001 per share issued by
Fremont Gold Corporation ("Shares").
B. Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, Shares in accordance with the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and undertakings herein, the parties hereto agree as follows:
COVENANTS:
1. Purchase and Sale. Seller hereby sells, assigns and transfers to Buyer
all of Seller's right, title and interest in and to ____________________________
(______) Shares and Buyer hereby purchases the Shares from Seller. Seller agrees
to execute such stock powers or other documents as may be required by the duly
authorized officers of the Company in order to effect the transfer of the Shares
on the books of the Company in accordance with this Agreement.
2. Purchase Price and Payment for Shares. The settlement of the purchase
and sale of the Shares pursuant to Section 1, "Purchase and Sale of Shares,"
shall take place on or before DECEMBER 20, 1996 (the "CLOSING DATE"), or such
later date as Purchaser and Seller agree. The certificates representing the
Shares to be purchased by the Purchaser shall be delivered by, or on behalf of,
the Seller to a closing trust account at________________________________________
________________________________________________________ and the Purchaser shall
deliver payment of the Purchase Price therefor in immediately available UNITED
STATES FUNDS to its account at __________________________________. Delivery of
the Shares shall be in accordance with the instructions of the Purchaser, and in
such names as the Purchaser shall instruct, subject to customary settlement
procedures, at the end of the business on the Closing Date.
3. Transfer of Shares. Upon Seller's receipt of the payment provided in
Xxxxxxxxx 0, "Xxxxxxxx Price and Payment for Shares," Seller shall assign to
Buyer all of Seller's rights to the Shares and shall execute an Irrevocable
Stock Power, which is attached hereto as Exhibit A, to cause legal title and
ownership of the Shares to be transferred to Purchaser.
4. Representations of Buyer. Buyer understands that the Shares have not
been registered under the Securities Act of 1933 ("Act") or any applicable state
securities law in reliance on the exemptions provided by Section 4(2) of the Act
and by the various applicable state securities acts relating to transactions not
involving a public offering. Buyer hereby warrants that such representation
shall be true and accurate as of the date hereof and as of the date of the
payment of the purchase price and transfer of the Shares and shall survive the
closing of the transaction contemplated hereby.
5. Representations and Warranties of Seller. Seller hereby represents and
warrants as follows, which representations and warranties shall be true and
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accurate as of the date hereof and shall survive the closing of the transaction
contemplated hereby:
5.a. The Shares are owned of record and beneficially by Seller free
and clear of all claims, liens, encumbrances, subscriptions, options, warrants,
calls, contracts, commitments, convertible rights or other agreements or
arrangements whatsoever under which Seller is or may be obligated to assign or
transfer any of the Shares;
5.b. The Shares are fully paid and nonassessable;
5.c. At no time did Seller solicit by any leaflet, public
promotional meeting, circular, newspaper or magazine article, radio or
television advertisement or any other general form of advertisement or
solicitation in connection with the offer or sale of the Shares;
6. Indemnification.
6.a. If the Purchaser becomes involved in any capacity in any
action, proceeding, or investigation in connection with any matter referred to
in or relating to this Agreement (except as expressly provided for in paragraph
6.3 of this Section 6), the Seller will reimburse the Purchaser for his
reasonable legal and other expenses (including the cost of any investigation and
preparation) incurred in connection therewith, as such expenses are incurred,
and will indemnify and hold the Purchaser harmless from and against any losses,
claims, damages, or liabilities to which Purchaser may become subject in
connection with any such action, proceeding, investigation, or matter, unless
such loss, claim, damage, or liability results primarily from the Purchaser's
negligence, recklessness, or bad faith in performing the services which are the
subject of this Agreement.
6.b. If the Seller becomes involved in any capacity in any action,
proceeding, or investigation in connection with any matter referred to in or
relating to this Agreement (except as expressly provided for in paragraph 6.3 of
this Section 6), the Purchaser will reimburse the Seller for his reasonable
legal and other expenses (including the cost of any investigation and
preparation) incurred in connection therewith, as such expenses are incurred,
and will indemnify and hold the Seller harmless from and against any losses,
claims, damages, or liabilities to which Seller may become subject in connection
with any such action, proceeding, investigation, or matter, to the extent, but
only to the extent, that such loss, claim, damage, or liability results
primarily from the Purchaser's negligence, recklessness, or bad faith in
performing the services which are the subject of this Agreement.
6.c. Promptly after receipt by an indemnified party under this
Section 6 of notice of the commencement of any action, such indemnified party
shall notify the indemnifying party in writing of the commencement thereof; but
the omission so to notify the indemnifying party shall not relieve the
indemnifying party from any liability which his may have pursuant to this
Section 6 unless, due to the failure to be so notified, the indemnifying party
is unable to contest the losses or claims indemnified against, and such omission
shall in no event relieve the indemnifying party from any liability which he may
have to any indemnified party otherwise than under this Section 6. In case any
such action shall be brought against any indemnified party and he shall notify
the indemnifying party of the commencement thereof, the indemnifying party shall
be entitled to participate therein and, to the extent that it may elect by
written notice delivered to such indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense thereof with
counsel reasonably satisfactory to such indemnified party, (who shall not,
except with the consent of the indemnified party, which consent shall not be
unreasonably withheld, be counsel to the indemnifying party); provided, however,
that if the
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defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to the indemnified party and/or other
indemnified parties which are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and otherwise to
participate in the defense of such action on behalf of such indemnifying party
to such indemnified party of its election so to assume the defense of such
action and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party under this Section 6 for any legal
or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have employed
separate counsel in connection with the assertion of legal defenses in
accordance with the provision to the next preceding sentence (it being
understood, however, that the indemnifying party shall not be liable for the
expenses of more than one separate counsel for each indemnified party), (ii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of commencement of the action or (iii) the indemnifying party
has authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party; provided further, however, that, if clause
(i) or (iii) is applicable, such liability shall be only in respect of the
counsel referred to in such clauses (i) or (iii).
7. Restrictive Legend. Buyer acknowledges and consents to the placement of
the following restrictive legend on the certificate, evidencing the Notes:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO
THE COMPANY OF AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THAT SUCH TRANSFER WILL
NOT RESULT IN ANY VIOLATION OF THE LAW.
8. Assignment. Buyer agrees not to transfer or assign this Agreement, or
any of Buyer's interest herein and further agrees that any assignment or
transfer of the Shares acquired pursuant hereto shall be made only in accordance
with this Agreement.
9. Revocation. The parties hereto shall not cancel, terminate or revoke
this Agreement or any agreement of the parties made hereunder.
10. Notices. All notices or other communications given or made hereunder
shall be in writing and shall be delivered or mailed by registered or certified
mail, return receipt requested, postage prepaid, to Buyer or to Seller at their
respective addresses set forth above.
11. Counterparts. This Agreement may be executed in any number of
counterparts and all such other counterparts shall be considered to constitute
one in the same instrument in each of said counterparts shall be deemed an
original hereof.
12. Governing Law and Successors. The sale contemplated under this
Agreement shall be construed in accordance with and governed by the laws of the
state of Delaware and shall be binding upon and inure to the benefit of the
parties and their heirs, legal representatives, successors and assigns.
13. Entire Agreement. This Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof and may be
amended only by a writing executed by all parties.
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IN WITNESS WHEREOF, the parties hereto or their duly authorized
representatives, having represented that they have the authority to do so, have
executed this Agreement on the day, month and year first above written.
Laminco Resources, Inc.
_____________________________________
By ___________________________
Its __________________________
_____________________________________
Buyer (Print Name)
_____________________________________
Buyer (Signature)
If Corporation By ___________________
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