stock sale and purchase agreement

AAA ("Purchaser"), The BBB Co., Ltd. ("BBB") and CCC, Ltd. ("CCC") entered into this Sale and Purchase Agreement as of _________,_________,_________(M,D,Y) (this "Agreement") regarding the sale and purchase of real estate etc. under which Purchaser is the purchaser and BBB and CCC are the sellers on _________,_________,_________(M,D,Y) as follows.Article 1.(Definitions)In this Agreement, each term in the following subparagraphs shall have the meaning as defined below.1. "Land" shall mean the land specified in the Land Schedule attached hereto.2. "Building" shall mean the building specified in the Building Schedule attached hereto. The Building includes the Equipment/Fixtures I.3. "Equipment/Fixtures I" shall mean the equipment and fixtures owned by BBB specified in the Equipment/Fixtures Schedule attached hereto.4. "Equipment/Fixtures II" shall mean the equipment and fixtures owned by CCC specified in the Equipment/Fixtures Schedule attached hereto.5. "Property" shall mean the Land, the Building and the Equipment/Fixtures II, collectively.6. "Exodus" shall collectively mean Purchaser, DDD Inc., or their directors, officers, employees, working staffs, agents, contractors, service consignees and other relevant persons.7. The "Memorandum of Agreement Regarding Sublease" shall mean the Memorandum of Agreement Regarding Sublease dated _________,_________,_________(M,D,Y) entered into among AAA, BBB and CCC.8. The "Office Space Sublease Agreement" shall mean the office space sublease agreementregarding Nomura Fudosan Shinjuku Building as of _________,_________,_________(M,D,Y) entered into between AAA and CCC.Article 2.(Sale and Purchase between Purchaser and BBB)1. BBB shall sell to the Purchaser, and the Purchaser shall purchase from BBB, the Land and the Building, in accordance with this Agreement.2. The purchase price in the preceding paragraph shall be _________(yen). The details of the purchase price shall be as follows.1. The Land: _________(yen)2. The Building: _________(yen) and the consumption tax of _________(yen)3. The Purchaser and BBB hereby confirm that the consumption tax in the preceding paragraph is calculated on the basis that the consumption tax rate (i.e., the total of the tax rates under the Consumption Tax Law and the Local Consumption Tax Law) effective as of the execution date hereof is 5%, and they agree that the amount of the consumption tax in the preceding paragraph will automatically change as a result of any change in the tax rate applicable to the sale and purchase hereunder after the execution date hereof.4. Should any new tax similar to the consumption tax be imposed on this Agreement due to a change in the tax system after the execution date hereof, the Purchaser shall bear the burden of such tax.Article 3.(Sale and Purchase between Purchaser and CCC)1. CCC shall sell to the Purchaser, and the Purchaser shall purchase from CCC, the Equipment/Fixtures II, in accordance with this Agreement.2. The purchase price in the preceding paragraph shall be _________(yen) (which consists of the Equipment/Fixtures II of _________(yen) and the consumption tax of _________(yen)).3. The Purchaser and CCC hereby confirm that the consumption tax in the preceding paragraph is calculated on the basis that the consumption tax rate (i.e., the total of the tax rates under the Consumption Tax Law and the Local Consumption Tax Law) effective as of the execution date hereof is 5%, and they agree that the amount of the consumption tax in the preceding paragraphwill automatically change as a result of any change in the tax rate applicable to the sale and purchase hereunder after the execution date hereof.4. Should any new tax similar to the consumption tax be imposed on this Agreement due to a change in the tax system after the execution date hereof, the Purchaser shall bear the burden of such tax.Article 4.(Payment Date and Payment Method)1. The Purchaser shall pay BBB _________(yen) in total of the purchase price as set forth in Article 2, representing _________(yen) plus _________(yen) as consumption tax on the taxable portion thereof upon the execution of this Agreement and shall, subject to Paragraph 2 of Article 12, pay BBB the remaining balance of the purchase price no later than _________,_________,_________(M,D,Y), by wire transferring each amount to the bank deposit account designated by BBB (any wire transfer charges shall be borne by the Purchaser). Transfer of ownership of the Land of and the Building shall occur as set forth in Paragraph 1 of Article 13.2. The Purchaser shall pay CCC _________(yen) in total of the purchase price as set forth in Article 3 upon the execution of this Agreement and shall, subject to Paragraph 3 of Article 12, pay CCC the remaining balance of the purchase price no later than _________,_________,_________(M,D,Y), by wire transferring each amount to the bank deposit account designated by CCC (any transfer charges shall be borne by the Purchaser). Transfer of ownership of the Equipment/Fixtures II shall occur as set forth in Paragraph 2 of Article 13.3. The "remaining balance" shall mean an amount calculated after applying by Articles 2.3, 2.4, 3.3 and 3.4.4. With respect to the acceptances of the purchase prices in the preceding two paragraphs, BBB and CCC shall deem the wire transfer receipts issued to the Purchaser by the bank(s) as the receipts and will not issue any receipt to the Purchaser. The Purchaser shall not object to this treatment.5. BBB shall take any measures as specified in Subparagraph 1 of Paragraph 1 of Article 41, referred to by Paragraph 1 of Article 41-2 of the Building Lots and Buildings Transaction Business Law (Guarantee Entrustment Agreement with a Real Estate Guaranty Co., Ltd.) with respect to the amounts received from the Purchase upon the execution of this Agreement.Article 5.(Change of the Subject of Sale and Purchase)1. If any portion of the Building or the Equipment/Fixtures II is removed due to construction or other work which Exodus itself or BBB, CCC or any third party, with Exodus' prior approval, conducts during the period from the execution hereof to the delivery of the Property, the removal portion shall automatically be excluded from the subject of this Agreement.。

Stock Purchase Agreement股票购买合同-THIS STOCK PURCHASE AGREEMENT (the Agreement ) is made as of _________,_________,_________(M/D/Y), by and between AAA, INC., a _________(Address) corporation, (the Company ), BBB LLC ( ) and CCC, a _________(Address) corporation ( Purchaser ).WHEREAS, the Company desires to issue, and Purchaser desires to acquire, stock of the Company as herein described, on the terms and conditions hereinafter set forth;WHEREAS, the issuance hereunder is intended to comply with the provisions of Rule 506 promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the Act ).NOW, THEREFORE, IT IS AGREED between the parties as follows:1. PURCHASE AND SALE OF STOCK. Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser the lesser of 1,250,000 shares of the Company’s Common Stock or that number of shares of the Company’s CommonStock having an aggregate purchase price of $ _________ million (the Stock ) following the effectiveness of a registration statement under the Act relating to the Company’s initial public offering (the Initial Public Offering ) at a per share price equal to the per share price to the public in the Initial Public Offering; provided, however, the Company agrees not to enter into any agreement with another party to sell shares of capital stock of the Company upon more favorable terms than contained herein (excluding all securities of the Company outstanding on the date hereof or proposed to be issued pursuant to the Agreement and Plan of Merger by and between BBB, a California corporation, and the Company, including outstanding options, options reserved to be issued pursuant to the Company’s 1998 Equity Incentive Plan, warrants and other convertible securities) in a private placement transaction under the Securities Act of 1933, as amended, prior to the effectiveness of the Company’s Initial Public Offering (a New Transaction ). If the Company shall enter into such a New Transaction, the Company shall sell the Stock to the Purchaser at the price proposed in such New Transaction. The closing hereunder (the Closing ), including payment for and delivery of the Stock shall occur at the offices of Cooley Godward LLP, counsel to the Company ( Company Counsel ), 3000 Sand Hill Road, Building Three, Suite 230, Menlo Park, CA 94025, concurrently with the closing of the Initial Public Offering, or at such other time and place as the parties may mutually agree.2. OPTION. If the Initial Public Offering does not occur by _________,_________,_________(M/D/Y), the Purchaser shall have the option to purchase $14.5 million worth of Series E Preferred Stock of BBB, the California corporation, at $ _________ per share (the Option ). Such Option shall expire on _________,_________,_________(M/D/Y). If the Initial Public Offering does not occur and the Purchaser elects to exercise such Option, Purchaser shall enter into a Series E Preferred Stock Purchase Agreement with BBB, the form of which will be the same as the Series E Preferred Stock Purchase Agreement dated _________,_________,_________(M/D/Y) between BBB and its Series E Preferred Stock holders with such changes as are reasonably requested by Purchaser.3. LIMITATIONS ON TRANSFER. Purchaser shall not assign, hypothecate, donate, encumber or otherwise dispose of any interest in the Stock except in compliance with the provisions herein and applicable securities laws. The Company and its transfer agent shall not be required (a) to transfer on its books any shares of Stock of the Company, which shall have been transferred in violation of any of the provisions set forth in this Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.4. PURCHASER REPRESENTATIONS. In connection with the purchase of the Stock, Purchaser represents to the Company the following:(a) Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action on Purchaser’s part required for the lawful execution and delivery of this Agreement has been or will be effectively taken prior to the Closing. Upon its execution and delivery, this Agreement will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms.(b) Purchaser acknowledges receipt of the Registration Statement (defined under Section 5(i) hereof). Purchaser is purchasing the Stock, if any, for investment for Purchaser’s own account only and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Act.(c) Purchaser understands that the Stock, if any, has not been registered under the Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein.(d) Purchaser further acknowledges and understands that the Stock must be held indefinitely unless it is subsequently registered under the Act or an exemption from such registration is available. Purchaser understands that the certificate evidencing the Stock will be imprinted with a legend which prohibits its transfer unless it is registered or such registration is not required in the opinion of counsel for the Company.(e) Purchaser is familiar with the provisions of Rule 144, under the Act, as in effect from time to time, which, in substance, permits limited public resale of restricted securities acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions including, among other things: (i) the availability of certain public information about the Company and (ii) the resale occurring following the required holding period under Rule 144 after the Purchaser has purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold.(f) Purchaser further understands that at the time Purchaser wishes to sell the Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, theCompany may not be satisfying the current public information requirements of Rule 144, and that, in such event, Purchaser would be precluded from selling the Stock under Rule 144 even if the minimum holding period requirement had been satisfied.(g) Purchaser is a qualified institutional buyer as that term is defined in Rule 144A under the Act.5. COMPANY REPRESENTATIONS. The Company and hereby jointly and severally represent and warrant to the Purchaser as follows:(a) AUTHORIZATION. All corporate or limited liability company action on the part of the Company and , their officers, members, directors and stockholders necessary for the authorization, execution and delivery of this Agreement have been taken. The Company and have the requisite corporate power to enter into this Agreement and carry out and perform their obligations under this Agreement. At the Closing, the Company will have the requisite corporate power to sell the shares of the Stock to be sold at such Closing. This Agreement has been duly authorized, executed and delivered by the Company and and, upon due execution and delivery by Purchaser, this Agreement will be a validand binding agreement of the Company and , except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by equitable principles.(b) NO CONFLICT WITH OTHER INSTRUMENTS. The execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice (a) any provision of the Company’s or ’s charter documents as either shall be in effect, (b) any provision of any judgment, decree or order to which the Company or is a party or by which they are bound, (c) any material contract, obligation or commitment to which the Company or is a party or by which either is bound or (d) to the Company’s or ’s knowledge, any statute, rule or governmental regulation applicable to the Company or .(c) ORGANIZATION AND GOOD STANDING. is a limited liability corporation duly organized, validly existing and in good standing under the laws of the State of _________(Address) and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. is duly qualified to transact business and is in goodstanding in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of _________(Address) and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.(d) CAPITALIZATION.(i) As of the Closing, the authorized capital stock of the Company shall conform as to legal matters to the description thereof contained in the Registration Statement.(ii) The shares of Common Stock outstanding prior to the issuance of the shares to be sold by the Company in the Initial Public Offering have been duly authorized and are validly issued, fully paid and non-assessable. Except as set forth in the Registration Statement, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts orcommitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations, other than non-material amounts of options granted pursuant to the Company’s 1994 Stock Option Plan and 1998 Equity Incentive Plan described in the Registration Statement. All outstanding shares of capital stock and options and other rights to acquire capital stock have been issued in compliance with the registration and qualification provisions of all applicable securities laws and were not issued in violation of any preemptive rights, rights of first refusal or other similar rights.(iii) The Stock has been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Stock will not be subject to any preemptive rights, rights of first refusal or similar rights.(e) V ALID ISSUANCE OF SHARES. The shares of Stock which will be purchased by Purchaser hereunder, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, and shall be fully paid and nonassessable.(f) LITIGATION, ETC. There is no action, suit, proceeding nor, tothe best of its knowledge, any investigation pending or currently threatened against the Company or , nor, to the best of their knowledge, is there any basis therefor, which might result, either individually or in the aggregate, in any material adverse change in the assets, condition, affairs or prospects of the Company or , financial or otherwise. The foregoing includes, without limitation, any action, suit, proceeding or investigation, pending or threatened, that questions the validity of this Agreement or any other agreement contemplated hereby or the right of the Company to enter into such agreements.(g) GOVERNMENTAL CONSENTS. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, local or provincial governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.(h) BROKER’S FEES. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based on arrangements made by the Company or .(i) NO MATERIAL MISSTATEMENTS OR OMISSIONS. Form S-1 (No. 333-78363) (the Registration Statement ) filed with the Securities Exchange Commission on _________,_________,_________(M/D/Y), complies in all material respects as of the filing date and the date hereof, with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder; as of the filing date and the date hereof, the Registration Statement did not and does not contain any untrue statement of material fact and did not and does not omit to state any material fact required to be stated herein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the Closing, the Registration Statement filed with and declared effective by the Securities and Exchange Commission shall comply in all material respects with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder and will not contain any untrue statement of material fact and will not omit to state any material fact required to be stated herein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.(j) FINANCIAL STATEMENTS. The Registration Statementincludes (i) Network’s audited balance sheet as of _________,_________,_________(M/D/Y), and the related audited statements of operations, stockholders’ equity and cash flows for the twelve months ended _________,_________,_________(M/D/Y), (ii) the audited balance sheet as of _________,_________,_________(M/D/Y), and the related audit statements of opera tions, stockholders’ equity and cash flows for the three months ended _________,_________,_________(M/D/Y), and (iii) the Company’s audited balance sheet as of _________,_________,_________(M/D/Y), and the related audited statements of operations, stockhol ders’ equity and cash flows for the twelve-month period ended _________,_________,_________(M/D/Y) (collectively, the Company Financials ). The Company Financials have been prepared in accordance with U.S. generally accepted accounting principles consistent with the reporting practices and principles ( GAAP ), applied on a basis consistent throughout the periods indicated and consistent with each other. The Company Financials present fairly the financial condition, operating results and cash flows of the Company as of the dates and during the periods indicated therein.(k) NO MATERIAL CHANGES. Since _________,_________,_________(M/D/Y), there has not been any materially adverse change in the business, properties, financial condition or results of operations of the Company, whether or notarising from transactions in the ordinary course of business, other than as set forth in the Registration Statement, and since such date, except in the ordinary course of business, the Company has not entered into any material transaction not referred to in the Registration Statement.6. CONDITIONS TO PURCHASER’S OBLIGATIONS AT THE CLOSING. Purchaser’s obligations to purchase the Stock at the Closing are subject to the satisfaction, at or prior to such Closing, of the following conditions:(a) REPRESENTATIONS AND WARRANTIES TRUE; PERFORMANCE OF OBLIGATIONS. The representations and warranties made by the Company and in Section 5 hereof shall be true and correct in all material respects as of the Closing (or any subsequent closing as the case may be) with the same force and effect as if they had been made as of the Closing, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing.(b) LEGAL INVESTMENT. As of the Closing, the sale and issuance of the Stock shall be legally permitted by all laws andregulations to which Purchaser and the Company are subject.(c) CONSENTS, PERMITS, AND WAIVERS. The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement.(d) CERTIFICATE OF INCORPORATION; BYLAWS. The Company shall have adopted and filed with the Secretary of State of _________(Address) the Certificate of Incorporation and Bylaws of the Company in the form attached to the Registration Statement as Exhibits 3.3 and 3.4, respectively.(e) EFFECTIVENESS OF REGISTRATION STATEMENT. The Registration Statement relating to the Initial Public Offering shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and no proceedings therefor shall be pending or threatened by the Securities and Exchange Commission.(f) NO MATERIAL ADVERSE CHANGE. There shall have been no material adverse change in ’s or the Company’sbusiness, condition, assets, liabilities, operations or financial performance since the date of this Agreement.(g) INVESTOR RIGHTS AGREEMENT. An Investor Rights Agreement substantially in the form attached hereto as EXHIBIT A shall have been executed and delivered by the parties.(h) LETTER AGREEMENTS. The Letter Agreements by and between the Purchaser and dated _________,_________,_________(M/D/Y) shall be in full force and effect and ’s obligations thereunder shall have been assumed by the Company.(i) INITIAL PUBLIC OFFERING. The Company shall have closed the sale of at least eighty percent (80%) of the 3,750,000 shares proposed to be sold in the firm commitment offering under the Registration Statement.(j) LEGAL OPINION. The Purchaser shall have received from legal counsel to the Company an opinion addressed to it dated as of the Closing date in the form and substance reasonably acceptable to Purchaser.7. CONDITIONS TO OBLIGATIONS OF THE COMPANY. The Company’s obligation to issue and sell the Stock at the Closing is subject to the satisfaction, on or prior to such Closing, of the following conditions:(a) REPRESENTATIONS AND WARRANTIES TRUE. The representations and warranties in Section 4 made by Purchaser shall be true and correct in all material respects at the date of the Closing (or any subsequent closing as the case may be), with the same force and effect as if they had been made on and as of said date.(b) PERFORMANCE OF OBLIGATIONS. Purchaser shall have performed and complied with all agreements and conditions herein required to be performed or complied with by Purchaser on or before the Closing.(c) LEGAL INVESTMENT. As of the Closing, the sale and issuance of the Stock shall be legally permitted by all laws and regulations to which Purchaser and the Company are subject.(d) CONSENTS, PERMITS, AND WAIVERS. The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement.(e) EFFECTIVENESS OF REGISTRATION STATEMENT. The Registration Statement relating to the Initial Public Offering shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and no proceedings therefor shall be pending or threatened by the Securities and Exchange Commission.8. MISCELLANEOUS.(a) TERMINATION. This Agreement shall terminate in its entirety and shall be of no further force and effect in the event that a registration statement relating to the Initial Public Offering shall not have been declared effective and the sale contemplated by Section 1 hereof completed on or prior to October 31, 1999, except for rights pursuant to Section 2 hereof.(b) NOTICES. Any notice required or permitted hereunder shall begiven in writing and shall be deemed effectively given upon personal delivery or sent by telegram or fax or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to the other party hereto at its address hereinafter shown below its signature or at such other address as such party may designate by ten (10) days advance written notice to the other party hereto.(c) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer herein set forth, be binding u pon Purchaser, Purchaser’s successors and assigns. The Purchaser’s rights and obligations hereunder may be transferred to any wholly-owned subsidiary of such Purchaser.(d) GOVERNING LAW; VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The parties agree that any action brought by either party to interpret or enforce any provision of this Agreement shall be brought in, and each party agrees to, and does hereby, submit to the jurisdiction and venue of, the appropriate state or federal court for the district encompassing the Company’s principal place of business.(e) FURTHER EXECUTION. The parties agree to take all such further action(s) as may reasonably be necessary to carry out and consummate this Agreement as soon as practicable, and to take whatever steps may be necessary to obtain any governmental approval in connection with or otherwise qualify the issuance of the securities that are the subject of this Agreement.(f) ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior agreements or understandings, whether written or oral. This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.(g) SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.(h) COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.AAA, INC.By: /s/ _________Title: _________Address: _________BBB LLCBy: /s/ _________ Title: _________ Address: _________PURCHASER CCCBy: /s/ _________ Title: _________ Address: _________。

Stock Purchase and Sale Agreement股票购销合同-SECTION 5.01 CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER. The obligations of the Purchaser to consummate the transactions contemplated by the Purchaser Documents are subject to the fulfillment, at or before the Closing, of each of the following conditions, any of which may be waived by the Purchaser in writing, and each of the Seller and the Company shall use commercially reasonable efforts to cause such conditions to be fulfilled:(a) REPRESENTATIONS AND WARRANTIES. Each of the representations and warranties of the Seller and the Company in the Seller Documents and the Company Documents, as the case may be, shall be true and correct in all material respects on and as of the Closing Date as if made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such date.(b) PERFORMANCE BY THE SELLER AND THE COMPANY. Each of the Seller and the Company shall haveperformed and complied in all material respects with all agreements, covenants and conditions required by the Seller Documents and the Company Documents, as the case may be, to be performed or complied with by the Seller or the Company, as the case may be, at or before the Closing.(c) CERTIFICATE. The Purchaser shall have received a certificate executed by each of the Seller and the Company, dated the Closing Date, certifying, in such detail as the Purchaser may reasonably request, as to the fulfillment of the conditions set forth in Sections 5.01(a) and 5.01(b).(d) CONSENTS. Each of the Seller and the Company shall have obtained, or to the reasonable satisfaction of the Purchaser obviated the need to obtain, all consents, approvals and waivers from governmental and regulatory authorities and third parties necessary for the execution, delivery and performance of the Seller Documents and the Company Documents and the transactions contemplated thereby, without any material cost or adverse consequences to the Seller or the Company.(e) LITIGATION. No action or proceeding shall be pending or threatened before any court, tribunal or governmental entity, and noclaim or demand shall have been made against the Purchaser, the Seller or the Company, seeking to restrain or prohibit or to obtain damages or other relief in connection with the consummation of the transactions contemplated by any of the Company Documents or the Seller Documents, or which might have a Company Material Adverse Effect or Seller Material Adverse Effect, which in the reasonably exercised opinion of the Purchaser makes it inadvisable to consummate such transactions.(f) PROCEEDINGS. All actions, proceedings, instruments and documents required to carry out the transactions contemplated hereby or incidental hereto and all other related legal matters shall have been reasonably satisfactory to and approved by counsel for the Purchaser and such counsel shall have been furnished with such certificates, instruments and documents as it shall have reasonably requested, including, but not limited to, a certificate of each of the Company and Seller, dated the Closing Date, signed by the respective Secretary of the Company and Seller, with respect to the Company’s and Seller’s charter, by-laws and, in the case of the Seller, resolutions relating to the transactions contemplated hereby and the incumbency and signatures of each of the officers of the Company and Seller who shall execute on behalf of the Company any Company Document and on behalf of the Seller any Seller Document delivered on the Closing Date.(g) NO VIOLATION. There shall not have been any action taken, or any statute, rule, regulation or order enacted, promulgated, issued or deemed applicable to the acquisition of the Company by the Purchaser by any federal or state government or governmental or regulatory authority or court, which would: (i) prohibit the Purchaser’s ownership or operation of all or a material portion of the Company’s business or assets, or compel the Purchaser to dispose of or hold separate all or a material portion of the Company’s business or assets, as a result of the acquisition of the Shares by the Purchaser; (ii) render any party hereto unable to consummate the acquisition of the Shares by the Purchaser; (iii) make such consummation illegal; or (iv) impose or confirm material limitations on the ability of the Purchaser effectively to exercise full rights of ownership of the Shares, and no such action shall have been taken or any such statute, rule, regulation or order enacted, promulgated, issued or deemed applicable to the acquisition of the Shares by the Purchaser which is reasonably likely to produce such result.(h) ASSIGNMENT OF LEASE. The Seller and the Company shall have entered into an assignment of lease relating to the 1st floor office in _________(Address) (the ASSIGNMENT OF LEASE ) in the form of EXHIBIT D.(i) ACCELERATED VESTING. The Seller shall have caused the shares of restricted stock of the Seller owned by employees of the Company prior to _________,_________,_________(M,D,Y) to be vested in full as of the Closing Date.(j) SECURITY AGREEMENT. The Seller, Company and Purchaser shall have entered into a security agreement in which Company shall grant Seller a security interest in certain technology assets of the Purchaser described therein (theSECURITY AGREEMENT ) in the form of EXHIBIT E.(k) STOCKHOLDER’S AGREEMENT. The Seller and the Purch aser shall have entered into a Stockholders’ Agreement (the Stockholders Agreement ) in the form of EXHIBIT F.(l) LEGAL OPINION. At the Closing, the Purchaser shall have received the legal opinion of the counsel for the Seller, in the form of EXHIBIT G.(m) MLS LETTER AGREEMENT. The Seller and MLS shall have entered into a letter agreement in the form of EXHIBIT H (the MLS LETTER AGREEMENT ).SECTION 5.02 CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER. The obligations of the Seller to consummate the transactions contemplated by the Seller Documents are subject to the fulfillment, at or before the Closing, of each of the following conditions, any of which may be waived by the Seller in writing, and the Purchaser shall use commercially reasonable efforts to cause such conditions to be fulfilled:(a) REPRESENTATIONS AND WARRANTIES. Each of the representations and warranties of the Purchaser in the Purchaser Documents shall be true and correct in all material respects on and as of the Closing as if made on and as of the Closing, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such date.(b) PERFORMANCE BY THE PURCHASER. The Purchaser shall have performed and complied in all material respects with all agreements, covenants and conditions required by the Purchaser Documents to be performed or complied with by the Purchaser at or before the Closing.(c) CERTIFICATE. The Seller shall have received a certificate executed by the Purchaser, dated the Closing Date, certifying, in such detail as the Seller may reasonably request, as to the fulfillment of the conditions set forth in Sections 5.02(a) and 5.02(b).(d) LITIGATION. No action or proceeding shall be pending or threatened before any court, tribunal or governmental entity, and no claim or demand shall have been made against the Purchaser, the Seller or the Company, seeking to restrain or prohibit or to obtain damages or other relief in connection with the consummation of the transactions contemplated by any of the Purchaser Documents, or which might materially adversely affect the business of the Purchaser, which in the reasonably exercised opinion of the Seller makes it inadvisable to consummate such transactions.(e) CONSENTS. The Purchaser shall have obtained, or to the reasonable satisfaction of the Seller obviated the need to obtain, all consents, approvals and waivers from governmental and regulatory authorities and third parties necessary for the execution, delivery and performance of the Purchaser Documents and the transactions contemplated thereby, without any material cost or adverse consequence to the Purchaser.(f) PROCEEDINGS. All actions, proceedings, instruments and documents required to carry out the transactions contemplated hereby or incidental hereto and all other related legal matters shall have been reasonably satisfactory to and approved by counsel for the Seller and such counsel shall have been furnished with such certificates, instruments and documents as it shall have reasonably requested, including, but not limited to, a certificate of the Purchaser, dated the Closing Date, signed by the Secretary of the Purchaser, with respect to the Purchaser’s charter, by-laws and resolutions relating to the transactions contemplated hereby and the incumbency and signatures of each of the officers of the Purchaser who shall execute on behalf of the Purchaser any Purchaser Document delivered on the Closing Date.(g) NO VIOLATION. There shall not have been any action taken, or any statute, rule, regulation or order enacted, promulgated, issued or deemed applicable to the acquisition of the Preferred Stock by the Seller by any federal or state governmental or regulatory authority or court, which would: (i) render any party hereto unable to consummate the acquisition of the Preferred Stock by the Seller; (ii) make such consummation illegal; or (iii) impose or confirm material limitations on the ability of the Seller effectively to exercise full rights of ownership of the Preferred Stock, and no such action shall have been taken or any such statute, rule, regulation or order enacted,promulgated, issued or deemed applicable to the acquisition of the Preferred Stock by the Seller which is reasonably likely to produce such result.(h) MLS LETTER AGREEMENT. The Seller and MLS shall have entered into the MLS Letter Agreement.(i) ASSIGNMENT OF LEASE. The Purchaser and the Company shall have entered into the Assignment of Lease.(j) SECURITY AGREEMENT. The Purchaser, Company and Seller shall have entered into the Security Agreement.(k) STOCKHOLDERS’ AGREEMENT. The Purchaser and Seller shall have entered into the S tockholder’s Agreement.(l) PURCHASER NOTE. The Company shall have executed the Purchaser Note.(m) RESTATED CERTIFICATE. The Purchaser shall havecaused the filing of the Restated Certificate.(n) LEGAL OPINION. At the Closing, the Seller shall have received the legal opinion of the counsel for the Purchaser, in the form of EXHIBIT I.(o) TERMINATION OF EMPLOYMENT AGREEMENTS. The employment of each of the employees of the Company listed on SCHEDULE 5.01(o) hereto (collectively, theEMPLOYMENT AGREEMENTS ) shall have been terminated or shall automatically terminate upon the Closing subject to executed termination agreements signed in respect of each of the Employment Agreements.Stock Subscription Agreement股权从属协议-THIS AGREEMENT is made as of this 3rd day of _________,_________,_________(M,D,Y), by and between AAA,Inc., hereinafter referred to as Secured Party and _________(NAME), hereinafter referred to as Debtor .IN CONSIDERATION of the mutual covenants and promises herein contained, the Secured Party and Debtor agree:1) SECURITY INTEREST. For value received, Debtor hereby grants Secured Party a security interest in _________ of his shares of Common Stock of Secured Party, (the shares hereinafter referred to as the Shares ), together with all rights related thereto.2) OBLIGATION SECURED. The Shares shall secure payment of the indebtedness and obligations of Debtor (the Indebtedness ) under the certain Stock Subscription Agreement of _________,_________,_________(M,D,Y), by and between the parties hereto (the Agreement ) and the certain Note (the Note ) of the 3rd day of September, 1996, issued by Debtor to Secured Party.3) REPRESENTATIONS, WARRANTIES AND AGREEMENTS. Debtor represents, warrants and agrees that:(a) Debtor will deliver to Secured Party such certificate(s)representing the Shares, along with duly executed stock powers, in blank.(b) Debtor is the owner of the Shares free and clear of all liens, encumbrances, security interests, restrictions on transfer and other restrictions, except this security interest.(c) Debtor will keep the Shares free and clear of all liens, encumbrances, security interests and restrictions, except this security interest, will defend the Shares against all claims and demands of anyone other than Secured Party, and will not sell or otherwise dispose of the Shares or any interest therein.(d) Debtor will pay, when due, all taxes and other governmental charges levied or assessed upon or against any Shares.(e) Debtor will deliver to Secured Party in pledge as additional security any securities distributed on account of the Shares such as stock dividends or securities arising from stock splits, reorganizations or recapitalizations. This subparagraph shall not be construed to authorize distributions if such distributions are prohibited by any other agreement between the parties.4) EVENTS OF DEFAULT. The occurrence of any of the following events shall constitute an Event of Default:(a) Failure by Debtor to honor or perform any of the terms and conditions of this Stock Pledge Agreement, the Agreement or the Note between the parties hereto.(b) Default by Debtor in the payment when due of the principal of the Indebtedness, any installment thereto, or any interest thereon, whether at maturity, by acceleration, or otherwise.5) REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter, Secured Party may give notice of Event of Default to Debtor. If said Event of Default is not cured within _________ (_________) days after said notice is given, the entire Indebtedness shall, at Secured Party’s option, become immediately due and payable; and Secured Party may exercise and enforce with respect to the Shares any or all rights and remedies available upon default to a secured party under the Uniform Commercial Code, including the right to offer and sell the Shares privately to purchasers who will agree to take the Sharesfor investment and not with a view to distribution and who will agree to the imposition of restrictive legends on the certificates representing the Shares, and the right to arrange for a sale which would otherwise qualify asexempt from registration under the Securities Act of 1933. If notice to Debtor of any intended disposition of the Shares or any other intended action is required by law in a particular instance, such notice shall be deemed commercially reasonable if given at least _________ (_________) calendar days prior to the date of intended disposition or other action. Nothing in this Agreement shall abridge Secured Party’s right to exercise or enforce any or all other rights or remedies available to Secured party by law or agreement against the Shares, against Debtor or against any other person or property.6) MISCELLANEOUS. Any disposition of the Shares in the manner provided in Paragraph 5 shall be deemed commercially reasonable. This Agreement can be waived, modified, amended, terminated or discharged, and this security interest can be released, only explicitly in a writing signed by Secured Party. A waiver signed by Secured Party shall be effective only in the specific instance and for the specific purpose given. Mere delay or failure to act shall not preclude the exercise or enforcement of any of Secured Party’s rights or remedies. All rights and remedies of Secured Party shall be cumulative and may be exercised singularly or concurrently, at Secured Party’s option, and the exercise or enforcement of any onesuch right or remedy shall neither be a condition to nor bar the exercise or enforcement of any other. All notices to be given to Debtor shall be deemed sufficiently given if delivered or mailed by registered or certified mail, postage prepaid, to Debtor at the most recent address shown on Secured Party’s records. Secured Party’s duty of care with respect to the Shares in its possession (as imposed by law) shall be deemed fulfilled if Secured Party exercises reasonable care in physically safekeeping the Shares or exercises reasonable care in the selection of the bailee or other third person as custodian of the Shares, and Secured Party need not otherwise preserve, protect,insure or care for the Shares. Secured Party is not obligated to preserve any rights Debtor may have against prior parties, to realize on the Shares at all or in any particular manner or order, or to apply any cash proceeds of the Shares in any particular order of application. This Agreement shall be binding upon and inure to the benefit of Debtor and Secured Party and their respective successors and assigns. Except to the extent otherwise required by law, this Agreement shall be governed by the internal laws of the State of _________(PLACENAME), and, unless the context otherwise requires, all terms used herein which are defined in Articles 1 and 9 of the Uniform Commercial Code, as in effect in said State, shall have the meanings therein stated. If any provision or application of this Agreement is held unlawful or unenforceable in any respect, such illegality or unenforceability provision or application hadnever been contained herein or prescribed hereby. All representations and warranties contained in this Agreement shallsurvive the execution, delivery and performance of this Agreement and the creation and payment of the Indebtedness.IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.AAA, INC., SECURED PARTYBy:_________Name:_________Title:_________。

SERIES A PREFERRED STOCK PURCHASE AGREEMENTPreliminary NoteThe Stock Purchase Agreement sets forth the basic terms of the purchase and sale of the preferred stock to the investors (such as the purchase price, closing date, conditions to closing) and identifies the other financing documents. Generally this agreement does not set forth either (1) the characteristics of the stock being sold (which are defined in the Certificate of Incorporation) or (2) the relationship among the parties after the closing, such as registration rights, rights of first refusal and co-sale, voting arrangements (these matters often implicate other persons than just the Company and the investors in this round of financing, and are usually embodied in separate agreements to which those others persons are parties, or in some cases by the Certificate of Incorporation). The main items of negotiation in the Stock Purchase Agreement are therefore the price and number of shares being sold, and the representations and warranties that the Company, and sometimes the Founders as well, must make to the investors.TABLE OF CONTENTSPage1. Purchase and Sale of Preferred Stock. (1)1.1. Sale and Issuance of Series A Preferred Stock. (1)1.2. Closing; Delivery. (1)1.3. Sale of Additional Shares of Preferred Stock. (2)1.4. Use of Proceeds. (3)1.5. Defined Terms Used in this Agreement. (3)2. Representations and Warranties of the Company. (5)2.1. Organization, Good Standing, Corporate Power and Qualification. (6)2.2. Capitalization. (6)2.3. Subsidiaries. .......................................................................... 错误！未定义书签。

PURCHASE AGREEMENT购买协议本购买协议（以下简称“协议”）由以下双方（以下合称为“买方”和“卖方”）就以下描述的产品（以下称为“产品”）的购买事宜达成：一、产品描述1.1 产品名称：[产品名称]1.2 产品规格：[产品规格]1.3 数量：[产品数量]1.4 单价：[产品单价]二、交付2.1 交付日期：买方应在[交付日期]之前支付所有款项，并安排交付。

2.2 交付地点：买方同意将产品交付至如下地址：[交付地址]。

三、付款方式3.1 付款金额：买方同意支付总金额为[总金额]。

3.2 付款方式：买方应按如下方式支付款项：- 第一笔付款：[金额]应在签署本协议后的[时间]内支付；- 第二笔付款：[金额]应在交付前的[时间]内支付；- 第三笔付款：[金额]应在交付后的[时间]内支付。

3.3 付款账户：买方应将款项存入卖方指定的以下账户：[账户名][账户号码][开户银行]四、验收4.1 买方应在接收产品之日起[验收期限]内对产品进行验收。

4.2 若产品在验收期限内存在缺陷或不符合约定规格，则买方有权向卖方提出书面通知，并要求卖方修复或更换产品。

五、所有权保留5.1 在买方支付所有款项之前，产品的所有权将保留在卖方手中。

5.2 买方应妥善保存产品，并保证不会对产品进行转让、出租或抵押等行为。

六、赔偿责任6.1 卖方对于因产品缺陷或不符合约定规格所导致的损失承担赔偿责任。

6.2 买方应及时通知卖方有关产品的缺陷，并提供充分的证据予以说明。

6.3 卖方在收到买方通知后，应尽快采取合理措施解决问题。

七、法律适用与争议解决7.1 本协议的解释、适用和履行均适用中华人民共和国的法律。

7.2 凡因本协议发生的争议，双方应通过友好协商解决；如协商不成，任何一方均有权将争议提交至[仲裁机构]进行仲裁，仲裁裁决是终局的，对双方均具有约束力。

八、其他条款8.1 本协议自双方签署之日起生效，并持续有效至裁决作出或协议终止。

Sale and Purchase Agreement买卖合同-1. INTERPRETATION2. SALE OF THE SHARES AND PRICE3. COMPLETION4. POST COMPLETION UNDERTAKINGS5. WARRANTIES6. ENTIRE AGREEMENT7. V ARIATION8. ANNOUNCEMENTS9. COSTS10. SEVERABILITY11. NOTICES12. WAIVERS/BUYER’S RIGHTS AND REMEDIES13. FURTHER ASSURANCE14. NO RIGHTS UNDER CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 199915. CONFLICT WITH JV AGREEMENT16. COUNTERPARTS17. GOVERNING LAWTHIS AGREEMENT is made on _________,_________,_________(M/D/Y)BETWEEN(1) AAA, INC. a company incorporated under the laws of Delaware and having its principal place of business at _________(address) (the Seller);(2) BBB LTD a company incorporated under the laws of England and Wales whose registered office is at _________(address)(the Buyer);(3) CCC LIMITED incorporated under the laws of England and Wales whose registered office is at _________(address)(CCC); and(4) DDD incorporated under the laws of the Netherlands whose principal place of business is at _________(address) (DDD).WHEREAS:CCC, DDD and the Seller are parties to a joint venture agreement dated _________,_________,_________(M/D/Y) governing the relationship of the Seller and DDD as shareholders in CCC AAA (Europe) Limited (the JV Agreement).CCC AAA (Europe) Limited (the Company) is a private company limited by shares incorporated in England and Wales. The Company has an authorised share capital of ￡_________ divided into _________ A Shares of _________ pence (A Shares) each and _________ B shares of ￡_________ each. _________ A Shares each have been issued and are fully paid and are beneficially owned by the Seller (the Shares). _________ A Shares are held by DDD and _________ B Ordinary Shares of ￡_________ each are held by the Buyer.The Seller has agreed to sell the Shares to the Buyer, and Buyer has agreed to purchase the Shares from the Seller for the consideration and upon the terms of this Agreement.IT IS AGREED as follows:1. INTERPRETATIONIn this Agreement, unless the context otherwise requires:(a) Ancillary Agreements means the Transitional Services Agreement, the WAT/CMS License Agreement, and the Assignment of Big Charts Sales MOU (each as defined in clause 3.2);(b) Buyer’s Group means the Buyer, any holding company from time to time of the Buyer and any subsidiary from time to time of the Buyer or any such holding company (with holding company and subsidiary being construed in accordance with Section 736 of the Companies Act 1985);(c) Buyer Party means each member of the Buyer’s Groupwhich is a party to this Agreement;(d) Completion means completion of the sale and purchase of the Shares upon the terms and the conditions of this Agreement;(e) Seller’s Group means the Seller, any holding company from time to time of the Seller and any subsidiary from time to time of the Seller or any such holding company;(f) the headings are inserted for convenience only and shall not affect the construction of this Agreement;(g) any reference to a document in the agreed form is to the form of the relevant document agreed between the parties and for the purpose of identification initialled by each of them or on their behalf (in each case with such amendments as may be agreed by or on behalf of the Seller and the Buyer).2. SALE OF THE SHARES AND PRICE2.1 The Seller shall sell, and the Buyer shall purchase, the Shares, on the terms that the same covenants shall be deemed to be given by the Seller on Completion in relation to the Shares as are implied under Part I of the Law of Property (Miscellaneous Provisions) Act 1994 where a disposition is expressed to be made with full title guarantee. The Shares shall be sold free from all security interests, options, equities, claims or other third party rights (including rights of pre-emption) of any nature whatsoever, together with all rights attaching to them.2.2 The total price payable by the Buyer to the Seller for the Shares shall be the sum of US$1 (the Purchase Price).3. COMPLETION3.1 Completion shall be effected immediately after the signing of this Agreement. The events referred to in the following provisions of this clause 3 shall take place on or prior to Completion, and shall be deemed to be conditions to Completion (unless waived in writing beforehand by the Seller, as regards the conditions set forth in clause 3.3or the Buyer, as regards the conditions set forth in clause 3.2 ):3.2 The Seller shall deliver (or cause to be delivered) to the Buyer the following:(a) duly executed transfers into the name of the Buyer (or a member of the Buyer’s Group as its nominee) in respect of all of the Shares, together with the appropriate share certificate(s) and a certified copy of any authority under which such transfer is made;(b) all such other documents (including any necessary waivers or consents) as may be required to enable the Buyer (or a member of the Buyer’s Group as its nominee) to be registered as the h older(s) of the Shares;(c) a letter of resignation, to take effect upon Completion, in the agreed form duly executed by each of Joan Platt, Larry Kramer and Bill Bishop as directors of the Company;(d) a counterpart original of an agreement relating to the provision of transitional services by the Seller to the Company in the agreed form between the Seller and the Company, duly executed by the Seller (the Transitional Services Agreement);(e) a counterpart original of a licence agreement relating to the licensing of WAT/CMS in the agreed form between the Seller and the Company duly executed by the Seller (the WAT/CMS License Agreement); and(f) a counterpart original of an assignment of the Revised Memorandum of Understanding between the Seller and the Company dated October 4th, 2001 (the Big Charts Sales MOU) in the agreed form duly executed by the the Seller (the Assignment of the Big Charts Sales MOU).3.3 The Buyer and/or each Buyer Party shall deliver (or cause to be delivered) to the Seller the following:(a) a counterpart original of Transitional Services Agreement duly executed by the Company;(b) a counterpart original of the WAT/CMS License Agreement duly executed by the Company; and(c) a counterpart original of the Assignment of the Big Charts Sales MOU duly executed by the Company and CCC Information Ltd.3.4 The parties shall procure that resolutions of the Board of Directors of the Company are passed by which the following business is transacted:(a) the registration (subject to their being duly stamped) of the transfer in respect of the Shares referred to in clause 3.2 is approved; and(b) the resignations referred to in clause 3.2(c) are accepted and the Articles of Association of the Company are amended with regard to the number of directors and the appointment and removal of directors.3.5 The Buyer shall, in satisfaction of its obligations under clause 2.2, pay the Purchase Price in cash at Completion.4. POST COMPLETION UNDERTAKINGS4.1 The Buyer and each of the Buyer Parties, if applicable, agrees that, as soon as practicable and in any event within 90 days of Completion, it will cease the use or display of any trade or service marks, trade or service names, domain names or logos containing the words ‘MarketWatch’ or any confusingly similar mark, name or logo, except to the extent that this period may be extended with the prior written consent of Seller at its sole discretion. The Seller accepts that the Buyer and the Company may use the name ‘FT Markets’ or, subject to the foregoing sentence, a similar name.4.2 To the extent that this has not already been done pursuant to Clause 2.6(b) of the JV Agreement the Seller agrees that it shall transfer to the Buyer’s Group as soon as pract icable following Completion all domain names it has registered which comprise or include the names ‘FT’ or ‘CCC’ including without limitation ‘ftAAA’, ‘’, ‘’and ‘.’ Buyer shall pay all costs and fees ass ociated with the foregoing transfer.5. WARRANTIES5.1 The Seller represents and warrants to the Buyer as follows:(a) the Seller has obtained all corporate authorisations and all other applicable governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions required to empower it to enter into and perform its obligations under this Agreement and the Ancillary Agreements; and(b) all of the Shares are fully-paid or properly credited as fully-paid and the Seller is the sole legal and beneficial owner of them free from all security interests, options, equities, claims or other third party rights (including rights of pre-emption) of any nature whatsoever.5.2 The Seller acknowledges that the Buyer has entered into this Agreement and the Ancillary Agreements in reliance upon the warranties contained in clause 5.1.5.3 Except as regards the Buyer’s and each Buyer Party’s representations and warranties in clause 5.4, and except for fraud and deliberate malfeasance, the Seller agrees to waive the benefit of all rights (if any) which the Seller may have against the Company, orany present or former officer or employee of the Company, on whom the Seller may have relied in agreeing to any term of this Agreement and the Seller undertakes not to make any claim in respect of such reliance.5.4 The Buyer and each Buyer Party represents and warrants to the Seller as follows:(a) it has obtained all corporate authorisations and all other applicable governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions required to empower it to enter into and perform its obligations under this Agreement and the Ancillary Agreements to which it is a party;(b) the Company has obtained all corporate authorisations and all other applicable governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions required to empower it to enter into and perform its obligations under the Ancillary Agreements to which it is a party; and(c) there is no agreement (whether in writing or otherwise) or any present intention or negotiations by or on behalf of the Buyer orany member of Buyer’s Group, to issue, transfer or otherwise dispose of any equity interest in the Company, or transfer or otherwise dispose of all or substantially all of the assets of the Company, to a third party.5.5 The Buyer and each Buyer Party acknowledges that the Seller has entered into this Agreement and the Ancillary Agreements in reliance upon the warranties contained in clause 5.4.5.6 Except as regards the Seller’s representations and warranties contained in clause 5.1 and except for fraud and deliberate malfeasance, the Buyer and each member of the Buyer’s Group that is a party to this Agreement agrees to waive the benefit of all rights (if any) which it may have against the Seller or any member of the Seller’s Group or any present or former officer or employee of the Seller or any member of the Seller’s Group on whom it may have relied in agreeing to any term of this Agreement and undertakes not to make any claim in respect of such reliance.5.7 Each of the warranties in this clause 5 shall be construed asa separate warranty and shall not be limited or restricted by reference to or inference from the terms of the other warranty or any other term of this Agreement.6. ENTIRE AGREEMENTThis Agreement, the Transitional Services Agreement, the WAT/CMS License Agreement and the Assignment of Big Charts Sales together constitute the entire agreement and understanding between the parties in connection with the sale and purchase of the Shares and the transactions contemplated hereunder and thereunder. None of the parties has entered into this Agreement or the Ancillary Agreements in reliance upon any representation, warranty or undertaking which is not set out or referred to in this Agreement or the Ancillary Agreements.7. V ARIATION7.1 No variation of this Agreement (or of any of the documents referred to in this Agreement) shall be valid unless it is in writing and signed by or on behalf of each of the parties to it. The expression variation shall include any variation, supplement, deletion or replacement however effected.7.2 Unless expressly agreed, no variation shall constitute ageneral waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have already accrued up to the date of variation, and the rights and obligations of the parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so varied.8. ANNOUNCEMENTSNo announcement or circular in connection with the existence or the subject matter of this Agreement shall be made or issued by or on behalf of the Seller or the Buyer without the prior written approval of the other, (such approval not to be unreasonably withheld or delayed) during any period prior to or within three (3) months after Completion. This shall not affect any announcement or circular required by law or the rules of any stock exchange.9. COSTS9.1 Subject to 9.2 and as expressly provided in 4.2 and 13.2, each of the parties shall pay its own costs (being liabilities, losses, damages, costs (including legal costs) and expenses (including taxation) in each case of any nature whatsoever) incurred inconnection with the negotiation, preparation and implementation of this Agreement.9.2 The Buyer shall bear all stamp or other documentary or transaction duties and any other transfer taxes arising as a result or in consequence of this Agreement or of its implementation.10. SEVERABILITYIf any provision of this Agreement is held to be invalid or unenforceable, then such provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions of this Agreement. The parties shall then use all reasonable endeavours to replace the invalid or unenforceable provisions by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.11. NOTICES11.1 Any notice or other communication to be given by oneparty to the other party under, or in connection with, this Agreement shall be in writing and signed by or on behalf of the party giving it. It shall be served by sending it by fax to the number set out in clause 11.2, or delivering it by hand, or sending it by pre-paid recorded delivery, special delivery or registered post, to the address set out in clause 11.2 and in each case marked for the attention of the relevant party set out in clause 11.2 (or as otherwise notified from time to time in accordance with the provisions of this clause 11). Any notice so served by hand, fax or post shall be deemed to have been duly given:(a) in the case of delivery by hand, when delivered;(b) in the case of fax, at the time of transmission;(c) in the case of prepaid recorded delivery, special delivery or registered post, at 10 a.m. on the second business day following the date of posting. provided that in each case where delivery by hand or by fax occurs after 6pm on a business day or on a day which is not a business day, service shall be deemed to occur at 9 a.m. on the next following business day. References to time and business days in this clause 11 are to local time and business days in the country of the addressee.11.2 The addresses and fax numbers of the parties for the purpose of clause 11.1 are as follows:SellerAddress: AAA, Inc., _________(address)Fax: _________For the attention of: _________BuyerAddress: , _________Fax: _________For the attention of: _________11.3 A party may notify the other party to this Agreement of a change to its name, relevant addressee, address or fax number for the purposes of this clause 11, provided that, such notice shall only be effective on:(a) the date specified in the notice as the date on which the change is to take place; or(b) if no date is specified or the date specified is less than five business days after the date on which notice is given, the date following five business days after notice of any change has been given.12. WAIVERS/BUYER’S AND SELLER’S RIGHTS AND REMEDIES12.1 No failure or delay by either of the parties in exercising any right or remedy provided by law under or pursuant to this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.12.2 The rights and remedies of the parties under or pursuant to this Agreement are cumulative, may be exercised as often as such party considers appropriate and are in addition to its rights and remedies under general law.12.3 The rights and remedies of either of the parties under this Agreement shall not be affected, and the parties’ respective liabilities under this Agreement shall not be released, discharged or impaired, by (i) Completion, (ii) subject to compliance with the notice requirements in clause 11, the expiry of any limitation period prescribed by law, or (iii) any event or matter whatsoever, other than a specific and duly authorised written waiver or release by the other party.13. FURTHER ASSURANCE13.1 The parties agree to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as the other party may reasonably require, whether on or after Completion, to implement and/or give effect to this Agreement and the transactions contemplated by it and for the purpose of vesting in the Buyer the Shares to be transferred to it pursuant to the provisions of this Agreement.13.2 The Buyer and each Buyer Party agree that each shall procure that there is made available to the Seller at such time(s) andplace(s) as party may reasonably direct all information in the possession or under the control of the Buyer or any Buyer Party which Seller or its auditors may from time to time reasonably require, whether before or after Completion, in relation to the business and affairs of the Company. The Seller shall cooperate reasonably with the Company and the Buyer’s Group on all tax matters including without limitation future tax filings, but only to the extent there is no adverse affect on Seller’s tax position or its tax expenses, and provided that Company or Buyer’s Group, as the case may be, reimburse Seller for all reasonable out-of-pocket expenses and costs incurred in connection herewith.14. NO RIGHTS UNDER CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.15. CONFLICT WITH JV AGREEMENTTo the extent, if any, that this Agreement is in conflict with the provisions of the JV Agreement, the provisions of this Agreement shall prevail. To the extent that the implementation and execution ofthis Agreement and the sale and purchase of the Shares is inconsistent with any provision of the JV Agreement such provision is hereby amended pro tanto.16. COUNTERPARTSThis Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. This Agreement shall become binding when one or more counterparts taken together shall have been executed and delivered by all of the parties. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.17. GOVERNING LAWThis Agreement and the relationship between the parties shall be governed by, and interpreted in accordance with, English law.AS WITNESS this Agreement has been signed on behalf of the parties the day and year first before written.SIGNED by _________for and on behalf ofAAA, INC./s/ _________SIGNED by _________for and on behalf ofBBB LTD/s/ _________SIGNED by _________for and on behalf ofCCC LTD/s/ _________SIGNED by _________for and on behalf ofDDDin the presence of: _________ /s/ _________Sale and Purchase Agreement买卖合同-Amendment dated as of _________,_________,_________(M,D,Y) (this Amendment ) to the Sale and Purchase Agreement, dated _________,_________,_________(M,D,Y), between BBB plc (the Seller ) and AAA Ltd. (the Purchaser ) in respect of _________ and interests in certain other companies (the Agreement ). Capitalized terms used herein but not otherwise defined herein shall have meanings assigned to them in the Agreement.WHEREAS, clause 20(10) of the Agreement provides that a variation of the Agreement is permitted if made in writing and signed by or on behalf of both parties to the Agreement;WHEREAS, the parties hereto are the parties to the Agreement and desire to amend certain provisions of the Agreement;NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto hereby agree as follows:A. Amendment of the Agreement.(1) The words in clause 4(3), the date specified in subclause (2) above , shall be deleted, and replaced by _________,_________,_________(M,D,Y) .(2) The words in clause 5(1), the fifth Business Day after the conditions referred to in clause 4(1) have been fulfilled , shall be deleted and replaced by _________,_________,_________(M,D,Y) or such earlier date as the parties may agree, subject to the condition referred to in clause 4(1) having been fulfilled on or prior to that date .B. Miscellaneous.(1) Save as expressly amended in accordance with the provisions of this Amendment the provisions of the Agreement shall continue in full force and effect.(2) This Amendment shall be governed by and construed in accordance with the laws of England. The provision of clause 21 of the Agreement shall apply to this Amendment mutatis mutandis.(3) This Amendment may be executed in any number of counterparts, each of which is an original and all of which together evidence the same agreement.IN WITNESS WHEREOF, Purchaser and Seller have caused this Amendment to be signed by their respective officers thereunto duly authorized as of the date first written above.AAA LTD. BBB PLCBy:/s/ _________ By:/s/ _________Name: _________ Name: _________Title: _________ Title: _________。

股份买卖协议书英文范本Stock Purchase AgreementThis Stock Purchase Agreement (the "Agreement") is made and entered into as of [Date], by and between [Buyer], a company organized and existing under the laws of [Country], with its principal place of business at [Address] (the "Buyer"), and [Seller], a company organized and existing under the laws of [Country], with its principal place of business at [Address] (the "Seller").1. Sale and Purchase of Stock1.1. Purchase: The Seller agrees to sell, transfer, and deliver to the Buyer, and the Buyer agrees to purchase from the Seller, [Number] shares of [Company] common stock (the "Shares") at a purchase price of [Price] per share,for a total consideration of [Total Amount].1.2. Closing: The closing of the purchase and sale of the Shares shall take place on [Date] (the "Closing Date") at a location mutually agreed upon by the parties.2. Representations and Warranties2.1. Seller's Representations: The Seller represents and warrants to the Buyer that:a) It is the legal and beneficial owner of the Shares, free and clear of any liens, claims, or encumbrances.b) It has full power and authority to sell the Shares and to enter into this Agreement.c) The execution, delivery, and performance ofthis Agreement by the Seller does not violate any agreement, law, or regulation.2.2. Buyer's Representations: The Buyer representsand warrants to the Seller that:a) It has full power and authority to enter into this Agreement.b) The execution, delivery, and performance ofthis Agreement by the Buyer does not violate any agreement, law, or regulation.3. Closing Conditions3.1. Conditions Precedent: The obligations of the Buyer and the Seller under this Agreement are subject to the satisfaction of the following conditions precedent:a) Receipt of all necessary consents, approvals, and authorizations required under applicable laws and regulations.b) No material adverse change in the financial condition or business operations of the Seller.4. Governing Law and JurisdictionThis Agreement shall be governed by and construed in accordance with the laws of [Country]. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [Country].5. Miscellaneous5.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.5.2. Amendments: No amendment, modification, or waiver of any provision of this Agreement shall beeffective unless in writing and signed by both parties.5.3. Assignment: Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party.中文翻译：股份买卖协议书本股份买卖协议书（以下简称“协议”）于[日期]由[买方]和[卖方]双方签订。

nsf2012船舶买卖合同中英文Ship Sale and Purchase AgreementThis Ship Sale and Purchase Agreement ("Agreement") is entered into as of [date], by and between [Seller] ("Seller") and [Buyer] ("Buyer").1. Definitions1.1 "Vessel" refers to the ship named [name of the ship], IMO number [IMO number], and all its equipment and appurtenances.1.2 "Delivery Date" refers to the date on which the Seller delivers the Vessel to the Buyer.1.3 "Purchase Price" refers to the total price to be paid by the Buyer to the Seller for the Vessel as set forth in Clause 4.2. Sale and Purchase2.1 The Seller agrees to sell and the Buyer agrees to purchase the Vessel on an "as is" basis, without any warranties or guarantees, except as otherwise specified in this Agreement.2.2 The Buyer agrees to inspect the Vessel prior to the Delivery Date and satisfy itself as to its condition, specifications, and compliance with applicable laws and regulations.2.3 The Seller represents and warrants that it is the legal and beneficial owner of the Vessel, and that the Vessel is free from all encumbrances, liens, and mortgages.3. Purchase Price Payment3.1 The Buyer shall pay the Purchase Price to the Seller in the following manner:3.1.1 [Payment method(s)].3.1.2 The Buyer shall make the first payment of [amount] within [number] days of signing this Agreement.3.1.3 The remaining balance shall be paid by the Delivery Date.4. Delivery4.1 The Seller shall deliver the Vessel to the Buyer on the Delivery Date at the port of [port name] or such other mutually agreed location.4.2 The Seller shall ensure the Vessel is in satisfactory condition, seaworthy, and capable of performing its intended services at the time of delivery.5. Closing5.1 The closing of this Agreement shall occur on the Delivery Date.5.2 At the closing, the Seller shall provide the Buyer with all necessary documentation, including the bill of sale, transfer of registry, and all other documents required for the transfer of ownership.6. Governing Law and Jurisdiction6.1 This Agreement shall be governed by and construed in accordance with the laws of [jurisdiction].6.2 Any disputes arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the rules of [arbitration organization], with the seat of arbitration in [jurisdiction].7. Entire Agreement7.1 This Agreement constitutes the entire agreement between the Buyer and the Seller and supersedes all prior negotiations,representations, and agreements, whether oral or written, with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have executed this Ship Sale and Purchase Agreement as of the date first above written.SELLER:[Name][Title][Company]BUYER:[Name][Title][Company]。

Agreement of Sale and Purchase买卖合同-THIS AGREEMENT OF SALE AND PURCHASE ( Agreement ) is made this _________,_________,_________(M/D/Y), between AAA COMPANY OF _________(Country),having an address at _________ ( Seller ) and BBB CORPORATION,having an address at _________, or its assignee or nominee ( Buyer ). This Agreement shall be effective as of the date(the Effective Date ) on which Buyer and Seller complete the execution of this Agreement and the Escrow Agreement (as defined below).In consideration of the covenants and provisions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:1. AGREEMENT TO SELL AND PURCHASE. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, subject to the terms and conditions of this Agreement, that certain tract of land known as _________(ADDRESS), located in Guilford County, North Carolina, as more fully described by metes and bounds in the legal description attached hereto as EXHIBIT A, together with all right, title and interest of Seller in and to any land lying in the bed of any highway, street, road or avenue, opened or proposed, in front ofor abutting or adjoining such tract or piece of land and any easements and appurtenances pertaining thereto (the Real Property ) and all the buildings and other improvements situated thereon, including all of Seller’s interest in any fixtures, equipment, appliances and other personal property (if any) attached or appurtenant to, located in or on, or used in connection with the Real Property (the Personal Property ) [the Real Property and the Personal Property are jointly called the Property ].2. PURCHASE PRICE. The purchase price for the Property is _________ DOLLARS ($ _________) (the Purchase Price ), payable as follows:(a) _________ DOLLARS ($ _________) (the Deposit ) by wire transfer to DDD Company ( Escrow Agent ), which wire transfer shall be delivered to Escrow Agent within twenty-four (24) hours following the Effective Date. The Deposit shall be held in an interest bearing, federally insured account by Escrow Agent in accordance with the Escrow Agreement attached hereto as EXHIBIT B (the Escrow Agreement ) and this Agreement pending consummation of this transaction. Any interest earned on the Deposit shall be paid to Buyer unless Seller shall be entitled to the Deposit by reason of a default by Buyer, in which case such interest shall be paid to Seller. Buyer’s Federal Tax I.D. Number is _________;Seller’s Federal Tax I.D. Number is _________.(b) The balance of the Purchase Price shall be paid to Seller at Settlement (as defined below), minus any withholding required to comply with Section 1445 of the Internal Revenue Code as more specifically set forth in Paragraph 9 below, in cash by wire transfer of immediately available federal funds, by certified check or by plain check of any title insurance company approved by Seller and Buyer.3. SETTLEMENT. Settlement shall be held on _________,_________,_________(M/D/Y), or on such earlier date as Buyer shall designate by at least five (5) days’ advance written notice to Seller, at Buyer’s attorney’s office at _________(ADDRESS), at 10:00 a.m. ( Settlement ). It is agreed that the time of Settlement and the obligation of Seller to deliver the general warranty deed at Settlement are of the essence of this Agreement.4. CONDITION OF TITLE.(a) Title to the Property shall be good and marketable (i) free and clear of all liens, restrictions, easements, encumbrances, claimsor liens by contractors, subcontractors, mechanics and materialmen, leases, financing statements or other personal property liens or encumbrances and other title objections, other than any of the foregoing created, allowed or caused by Buyer, its employees, contractors or agents and routine utility easements which will not adversely affect Buyer’s intended use of the Property and such title exceptions as may be approved by Buyer prior to the expiration of the Due Diligence Period (a Title Matter (ii) affirmatively insured as contiguous with no gaps or gores; (iii) affirmatively insured as having legal, direct access to a public street; and (iv) insurable as aforesaid at ordinary rates by a title insurance company selected by Buyer at Buyer’s expense.(b) If Buyer provides Seller written objection to any Title Matter prior to the expiration of the Due Diligence Period, or if any new Title Matter is created or occurs following the expiration of the Due Diligence Period but prior to the Settlement, and Buyer provides Seller written objection to such new Title Matter, Seller shall elect either to cure such matter or not to cure such matter, and communicate its decision by written notice to Buyer sent within ten (10) days fol lowing Buyer’s notice to Seller. Seller’s failure to notify Buyer shall be deemed to be Seller’s election not to cure. If Seller elects to cure such Title Matter, Seller must complete such cure prior to the Settlement, provided that Seller shall have the unilateral right to extend the date of Settlement for an additional period of time (notto exceed twenty (20) days) to accomplish such cure. If Seller elects not to cure, Buyer may elect to proceed to close the sale on the date of Settlement (without any reduction to the Purchase Price), and be deemed to have accepted such Title Matter in all respects, or may elect to terminate this Agreement and receive the return of its Deposit, plus accrued interest. The acceptance of a deed from Seller shall be conclusive proof that Buyer has accepted the title to the Property as it existed on the date of Settlement.5. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller, to induce Buyer to enter into this Agreement and to complete the sale and purchase of the Property hereunder, represents, warrants and covenants to Buyer as follows:(a) Seller has no knowledge of, and has received no written notice from, any governmental authority requiring any work, repairs, construction, alterations or installations on or in connection with the Property, or asserting any violation of any federal, state, county or municipal laws, ordinances, codes, orders, regulations or requirements affecting any portion of the Property, including, without limitation, the Americans with Disabilities Act and any applicable environmental laws or regulations. There is no action, suit or proceeding pending or, to the knowledge of Seller, threatened against or affecting Seller or the Property or any portion thereofrelating to or arising out of the ownership of the Property, in any court or before or by any federal, state, county or municipal department, commission, board, bureau or agency or other governmental instrumentality.(b) To the best of Seller’s knowledge, Seller has received no written notice of assessments or charges for any public improvements that have been made against the Property which remain unpaid, and Seller has no knowledge of any plans for improvements by any governmental or quasi-governmental authority which might result in a special assessment against the Property. Provided Settlement is completed hereunder, Buyer will be responsible for payment of assessments or notices of assessments for any public improvement made after the Effective Date.(c) To the best of Seller’s knowl edge, the Property has been duly subdivided in accordance with all applicable laws and constitutes an independent tract of land for all applicable zoning, subdivision and taxation purposes.(d) To the best of Seller’s knowledge, Seller has received no notice from any insurance company which has issued a policy with respect to the Property or by any board of fire underwriters (or otherbody exercising similar functions) claiming any defects or deficiencies or requesting the performance of any repairs, alterations or other work.(e) To the best of Seller’s knowledge, all certificates of occupancy necessary for operation of the Property, as presently conducted, have been issued by all authorities having jurisdiction thereof and all such certificates of occupancy are in full force and effect. Seller has not received any written notice of suspension or cancellation of any certificates of occupancy. To the best of Seller’s knowledge there is no defective condition, structural or otherwise, in the buildings or other improvements on the Property, or in the buildings’ roof, heating, air conditioning, mechanical, plumbing or electrical systems and equipment.(f) To the best of Seller’s knowledge, there has been no release of any Hazardous Substances (as hereinafter defined) on the Property during Seller’s ownership of the Property, and Seller has received no written notice of any pending or threatened proceedings or claims involving the presence of Hazardous Substances on the Property. By its execution hereof, Buyer acknowledges that it has occupied the Property as a tenant during the period of Seller’s ownership, and that Seller’s representations contained in this subparagraph (f) are based on Buyer’s assurances (whether in itscapacity as tenant or otherwise) that it (for itself, its employees and agents) is likewise not aware of any of the foregoing. For purposes of this Agreement, the term Hazardous Substances shall mean those substances or materials regulated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. and implementing regulations.(g) To the best of Seller’s knowledge, there are no management, employment, service, equipment, supply, maintenance, water, sewer, or other utility or concession agreements or agreements with municipalities (including improvement or development escrows or bonds) with respect to or affecting the Property which will burden the Property or Buyer after Settlement in any manner whatsoever, except for instruments of record.(h) Seller holds fee simple title to the Property. Seller is a duly existing corporation and has full legal right and all requisite power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transaction contemplated hereby have been duly and effectively authorized by the Seller. This Agreement has been duly executed and delivered by the Seller and constitutes a valid and legally binding obligation of Seller, enforceable against Seller in accordance with itsterms.(i) Seller has entered into no leases, whether oral or written, agreements of sale, options, tenancies, licenses or any other claims to possession affecting the Property other than the lease (the Lease ) between Buyer, as tenant, and EEE Developers Ltd. IV , dated _________,_________,_________(M/D/Y), which Lease was assigned to Seller, as landlord, pursuant to the Lease Assignment and Assumption Agreement between EEE and Seller, dated _________,_________,_________(M/D/Y). To the best of Seller’s knowledge, no other party has any right or option to acquire the Property or any portion thereof.(j) No representation, statement or warranty by Seller contained in this Agreement or in any exhibit attached hereto contains or will contain any untrue statements or omits or will omit a material fact necessary to make the statement of fact therein recited not misleading. If, after Seller’s execution hereof, any event occurs or condition exists which renders any of the representations contained herein untrue or misleading, Seller shall promptly notify Buyer.(k) To the best of Seller’s knowledge, there are no proceedings pending or threatened by or against Seller in bankruptcy, insolvencyor reorganization in any state or federal court.(l) Seller and Buyer acknowledge that, during the entire period of Seller’s ownership of the Property, Buyer has been in possession of the Property pursuant to the Lease. Furthermore, Seller and Buyer acknowledge that, pursuant to the Lease, Buyer was charged with certain responsibilities in connection with its occupancy of the Property. Accordingly, Seller’s representations and warranties in subparagraphs 5(d), 5(e) and 5(g) are limited to matters which are not within the scope of Buyer’s obligations under the Lease.(m) For purposes of this Agreement, the term knowledge, or similar words or phrases, shall mean only the actual knowledge of _________(NAME), _________(NAME), _________(NAME)or _________(NAME), which are the Seller’s representatives who would possess any knowledge possessed by the Seller regarding the Property, and shall not include the knowledge of Buyer or any other tenant of the Property.6. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer, to induce Seller to enter into this Agreement and to complete the sale and purchase of the Property hereunder, represents, warrants and covenants to Seller that Buyer is a duly existing Delawarecorporation and has the full legal right and all requisite power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by Buyer and the consummation by Buyer of the transaction contemplated hereby have been duly and effectively authorized by the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms.7. CONDITIONS OF BUYER’S OBLIGATIONS. The obligation of Buyer under this Agreement to purchase the Property from Seller is subject to the satisfaction at Settlement of each of the following conditions (any one of which may be waived in whole or in part by Buyer at or prior to Settlement):(a) All of the representations and warranties by Seller set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, and Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed on its part prior to or as of Settlement.(b) Buyer shall have until _________,_________,_________(M/D/Y) (the Due Diligence Period ) to conduct due diligence investigations and analysis of the Property and all information pertaining to the Property. During the Due Diligence Period, Seller shall make available to Buyer such records and documents relating to the Property as Buyer may reasonably request and which are in Seller’s possession. If Buyer, in its sole discretion, determines that it does not desire to acquire the Property, with or without reason, and notifies Seller in writing by 5:00 p.m. on the last day of the Due Diligence Period of its election to terminate this Agreement, the Deposit and all accrued interest shall be returned to Buyer, this Agreement thereupon shall become void and there shall be no further obligation or liability on either of the parties hereto. Failure to provide such notice in a timely manner shall be deemed to be Buyer’s affirmative acceptance of the title to and condition of the Property and the improvements thereon. Any condition or matter known to or discovered by Buyer and not disclosed to Seller prior to the expiration of the Due Diligence Period shall be deemed to be accepted by Buyer, notwithstanding any representation, warranty or statement by Seller herein which is or may be inconsistent with such condition or matter.(c) Within five (5) days after the Effective Date, Seller shall deliver to Buyer the following if, and only if, such items exist andare in Seller’s possession:(i) the latest as-built plans or surveys (the Survey ) of the Property prepared by a registered and licensed surveyor which are in Seller’s possession;(ii) copies of the floor plans of all buildings on the Property which are in Seller’s possession;(iii) copies of all service contracts, if any, with respect to the Property;(iv) copies of the latest environmental reports with respect to the Property which are in Seller’s possession, the prior receipt of which Buyer hereby acknowledges; and,(v) copies of the latest title commitment and title policy with res pect to the Property which are in Seller’s possession.(d) At Settlement, Seller shall deliver to Buyer duly executedoriginals of the following:(i) A general warranty deed to the Real Property duly executed and acknowledged by Seller and in proper form for recording (the Deed(ii) A valid bill of sale for the Personal Property in form and substance mutually and reasonably satisfactory to Buyer and Seller;(iii) An assignment in form and substance mutually and reasonably satisfactory to Seller and Buyer, duly executed by Seller, assigning to Buyer all of Seller’s right, title and interest in and to (A) any and all guaranties and warranties, if any, pertaining to the Property; and (B) any permits, licenses, plans, authorizations and approvals relating to ownership, operation or occupancy of the Property.(iv) Originals of the following instruments (or copies if originals are unavailable), all certified by Seller as true and complete to the best knowledge of Seller, if, and only if, such items exist and are in Seller’s possession:(A) all certificates of occupancy (and any required governmental approvals in connection with the transfer of the Property), licenses, plans, permits, authorizations and approvals required by law and issued by all governmental authorities having jurisdiction over the Property;(B) all building records in Seller’s possession or control with respect to the Property;(C) all assigned guaranties and warranties.(v) An affidavit of title in favor of Buye r and Buyer’s title insurer qualified to the best of Seller’s knowledge.(vi) A Lease Termination Agreement mutually acceptable to and executed by Seller and Buyer terminating the Lease.(vii) Such other documents as reasonably may be required to consummate this transaction in accordance with this Agreement.(e) Seller previously has turned over to Buyer, and Buyer hereby acknowledges the prior receipt of, certain of the following items and materials: bills of current real estate taxes, sewer charges and assessments, water charges and other utilities; keys and combinations to locks at the Property; plans, specifications, as-built drawings, surveys, site plans, equipment manuals, technical data and other documentation relating to the building systems, and any equipment and other personal property forming a part of the Property. Seller hereby represents and warrants that, to the best of Seller’s knowledge, all of the items and materials referenced in this paragraph 7(e) in its possession have been delivered to Buyer. Unless all the foregoing conditions contained in this Paragraph 7 are satisfied, prior to or at Settlement, Buyer, at its election, may, either (i) terminate this Agreement and have the Deposit refunded together with accrued interest (provided, however, that termination and refund of the Deposit shall not be Buyer’s exclusive remedy) or (ii) waive in writing the satisfaction of any such conditions, in which event this Agreement shall be read as if such conditions no longer existed.8. CONDITION OF SELLER’S OBLIGATIONS. Seller’s obligation to sell and convey the Property under this Agreement shall be conditioned upon the Lease remaining in full force and effect until Settlement has been completed. Termination of the Leaseat or as of the date of Settlement shall not relieve Buyer from any liability to Seller arising under the Lease, existing at the time of Settlement or relating to an event occurring prior to the date of Settlement, except Seller will acknowledge as of the date of Settlement (if true in all respects) that all rent and other sums then due under the Lease have been paid.9. FIRPTA WITHHOLDING. Seller acknowledges that it is a foreign person for purposes of Section 1445 of the Internal Revenue Code (the Code ), but Seller covenants that it shall file, on a timely basis, for a withholding certificate (the Withholding Certificate ) which will alleviate Buyer’s withholding obligation under Section 1445 of the Code on the basis of adequate security provided to the United States Treasury Department by Seller to secure payment of any tax that may be due and payable. In the event that Seller fails to deliver to Buyer the Withholding Certificate prior to or as of Settlement, Buyer shall be entitled to withhold _________ Dollars ($ _________) from the Purchase Price and to deposit such funds pursuant to the FIRPTA Escrow Agreement in the form attached hereto as Exhibit C and take all other steps necessary to comply with the requirements of the Code and Seller and Buyer shall proceed with Settlement as if Seller had obtained the Withholding Certificate.10. POSSESSION. Possession of the Property shall bedelivered to Buyer at Settlement by delivery of the Deed, free of any leases (other than the Lease) and other claims to or rights of possession pursuant to any agreement entered into by Seller. The Deed shall be prepared by Buyer at Buyer’s expense and shall be submitted to Seller for Seller’s approval prior to Settlement hereunder.11. APPORTIONMENT; TAXES.(a) Any prepaid rent paid by Buyer to Seller pursuant to the Lease shall be prorated as of Settlement and any rent paid by Buyer in excess of the rent due Seller as of Settlement shall be a credit against the Purchase Price.(b) All realty transfer taxes imposed on or in connection with this transaction shall be paid by Seller at Settlement.12. CONDEMNATION. To the best of Seller’s knowledge, Seller covenants and warrants that Seller has not heretofore received any written notice of any condemnation proceeding or other proceeding in the nature of eminent domain in connection with the Property. If prior to Settlement any such proceeding is commencedor any change is made, or proposed to be made, to the current means of ingress and egress to the Property or to the roads or driveways adjoining the Property, or to change such ingress or egress or to change the grade thereof, Seller agrees immediately to notify Buyer thereof. Buyer then shall have the right, at Buyer’s option, to terminate this Agreement by giving written notice to Seller within ten (10) days after receipt of such notice. If Buyer does not so terminate this Agreement, Buyer shall proceed to Settlement hereunder as if no such proceeding had commenced and will pay Seller the full Purchase Price in accordance with this Agreement, and Seller shall assign to Buyer all of its right, title and interest in and to any compensation for such condemnation.13. DEFAULT BY BUYER. If Buyer, without the right to do so and in default of its obligations hereunder, fails to complete Settlement without default by Seller, the Deposit and all accrued interest shall be paid to Seller and Buyer shall pay Seller an additional amount (the Additional Damages ) which shall be the difference obtained by subtracting (i) the amount of the Deposit and accrued interest paid to Seller from, (ii) _________ Dollars ($ _________). Such payment of the Deposit, all accrued interest and the Additional Damages to Seller shall be deemed to be liquidated damages for Buyer’s default and the recei pt of same shall be Seller’s exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof,and the right to pursue any other remedy permitted at law or in equity against Buyer. Buyer acknowledges that in the event of Buyer’s default, Seller would incur damages which would be difficult to ascertain, and that the liquidated damages provided for in this paragraph represent a reasonable estimate of the damages that Seller would likely incur as a result of Buyer’s default.14. DEFAULT BY SELLER. If Seller, without the right to do so and in default of its obligations hereunder, fails to complete Settlement without default by Buyer, the Deposit and all accrued interest shall be returned to Buyer. In addition, Buyer may exercise any remedies available to it at law or in equity, including, but not limited to, specific performance.15. RISK OF LOSS. Seller shall bear the risk of all loss or damage to the Property from all causes until Settlement. If at any time prior to Settlement any portion of the Property is destroyed or damaged as a result of fire or any other casualty whatsoever, Seller shall promptly give written notice thereof to Buyer and Buyer shall have the right (i) to terminate this Agreement by written notice to Seller, whereupon Escrow Agent shall return the Deposit (with any accrued interest) to Buyer, and thereafter this Agreement shall be void and neither party shall have any further rights or obligations hereunder; or (ii) to complete Settlement pursuant to this Agreement(without reducing the Purchase Price) and to receive an assignment from Seller of any insurance proceeds paid to Seller as a result of the casualty, less costs incurred obtaining such proceeds. All unpaid claims and rights in connection with any such losses shall be assigned to Buyer at Settlement without in any manner affecting the Purchase Price.16. BROKERAGE. Buyer represents and warrants to Seller and Seller represents and warrants to Buyer that each dealt with no broker, agent, finder or other intermediary in connection with this sale and purchase. Seller agrees to indemnify, defend and hold Buyer harmless from and against the claims of any and all brokers and other intermediaries claiming a commission in connection with this sale or the Lease. Buyer agrees to indemnify, defend and hold Seller harmless from and against any broker’s claim arising from any breach by Buyer of Buyer’s representation and warranty in this paragraph.17. OPERATION OF THE PROPERTY PRIOR TO SETTLEMENT. Prior to Settlement:(a) Seller promptly shall notify Buyer of Seller’s receipt of any written notice from any party alleging that Seller is in default of itsobligations under any permit or agreement affecting the Property, or any portion or portions thereof.(b) Without the prior written consent of Buyer, no contract for or on behalf of or affecting the Property shall be negotiated or entered into by Seller which cannot be terminated at any time without charge, cost, penalty or premium.18. NOTICE. All notices, requests and other communications under this Agreement shall be in writing and shall be delivered (i) in person, (ii) by registered or certified mail, return receipt requested, or (iii) by recognized overnight delivery service providing positive tracking of items (for example, Federal Express) addressed as follows or at such other address of which Seller or Buyer shall have given notice as herein provided:Agreement Of Sublease转租合同-WHEREAS, by Agreement of Lease dated_________,_________,_________(M,D,Y), as amended (the Lease ) by and between _________(NAME), Trustee of CCC Trust UTA dated _________,_________,_________(M,D,Y), as amended ( Landlord ) and Sublandlord, Landlord leased to Sublandlord certain real property commonly referred to as 5400 Betsy Ross Drive, Santa Clara, _________(PLACENAME), consisting of approximately _________ acres of land together with the building (the Building ) and other improvements constructed thereon, as more particularly described in the Lease (the Premises ). A copy of the Lease is attached hereto as Exhibit A and made a part hereof; andWHEREAS, Sublandlord desires to sublease to Subtenant and Subtenant desires to sublease from Sublandlord a portion of the Premises on the terms and conditions hereinafter set forth.NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the parties agree as follows:1. Subleasing of Subpremises. Subject to the written consent of the Landlord, Sublandlord hereby subleases to Subtenant and Subtenant hereby subleases from Sublandlord that portion of the Building containing approximately 7,914 usable square feet, as more。

买卖合同中英文对照PURCHASE AND SALE AGREEMENT买卖合同PARTIES参与方Seller: [Name], a [Type of Entity] organized under the laws of [Jurisdiction], with its principal place of business at [Address] (the "Seller").卖方: [姓名]，一家根据[管辖区域] 法律组建的[企业类型]，主要营业地为[地址]（“卖方”）。

Buyer: [Name], a [Type of Entity] organized under the laws of [Jurisdiction], with its principal place of business at [Address] (the "Buyer").买方: [姓名]，一家根据[管辖区域] 法律组建的[企业类型]，主要营业地为[地址]（“买方”）。

BACKGROUND背景Seller desires to sell and Buyer desires to purchase certain goods (the "Goods") upon the terms and conditions set forth in this Agreement.卖方希望按照本协议规定的条款和条件出售商品（“商品”），买方希望购买该商品。

AGREEMENT协议In consideration of the mutual promises and obligations contained herein, Seller and Buyer agree as follows:考虑到本协议中所包含的相互承诺和义务，卖方和买方达成以下协议：1. Sale of Goods商品销售1.1 Sale of Goods. Upon the terms and subject to the conditions set forth in this Agreement, Seller will sell to Buyer, and Buyer will purchase from Seller, the Goods in the quantities and at the prices set forth in the Purchase Order (as defined below).1.1 商品销售。