STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into this
day of , 20_, by and between [BUYER] (the “Buyer”), and [SELLER] (the “Seller”).

RECITALS:

WHEREAS, the Buyer is a [ENTITY TYPE] organized and existing under the laws of the
State of , with its principal office located at , ;
WHEREAS, the Seller is a [ENTITY TYPE] organized and existing under the laws of the
State of , with its principal office located at , .

WHEREAS, [NAME OF COMPANY] (the “Company”) is a corporation organized and

existing under the laws of the State of , maintains its principal office at ,
and is engaged in the business of ;

WHEREAS, the Seller owns ( ) Shares (the “Shares”) of the common stock, no par
value per Share (the “Company Common Stock”), of the Company, which Shares constitute
percent ( %) of the issued and outstanding Shares of the Company Common Stock;
and

WHEREAS, the Seller desires to sell and transfer to the Buyer, and the Buyer desires to
purchase and accept from the Seller all of the Shares upon the terms and subject to the
conditions stated herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:

DEFINITIONS. The capitalized terms used in this Agreement have the meanings set forth
below.

“Applicable Laws” means, with respect to a party, all laws, statutes, rules, regulations,
ordinances, judgments, orders, decrees, injunctions, and writs of any Governmental Entity
having jurisdiction over such party.

“Assets” shall mean all assets or properties of every kind, nature, character, and description,
including all tangible, intangible, personal, real or mixed of the Company.

“Claim” means any action, suit, claim, lawsuit, charge, complaint, demand, inquiry, hearing,
investigation, notice of violation or noncompliance, litigation, proceeding, arbitrations,
appeal, or other dispute, whether civil, criminal, administrative or otherwise.
“Contracts” means, with respect to a party, all agreements, contracts, or other binding
commitments, arrangements, or plans, written or oral (including any amendments and other
modifications thereto), to which such party is a party or is otherwise bound.

“Knowledge” means, with respect to a specified party hereto, the actual knowledge of such
party (including, but not limited to, the actual knowledge of any officers, directors,
employees, consultants or counsel of such party), [together with ].

“Person” means an individual, corporation, partnership, limited liability company,

association, trust, unincorporated organization, or other entity.

"Representations and Warranties" means the representations and warranties made by the
Sellers in Article [ ] of this Agreement;

"Transfer and Acceptance Act" means the act on transfer and acceptance of the Shares with
signatures of the Parties certified by a notary, substantially in the form attached hereto as
Annex [ ].

“Tax Return” means any return, declaration, report, statement, estimate, information return
and statement required to be filed by or with respect to the Company in respect of any Taxes,
including, without limitation, (a) any consolidated federal income Tax return in which the
Company is included and (b) any state, local or foreign income Tax returns filed on a
consolidated, combined or unitary basis (for purposes of determining tax liability) in which
the Company is included.

INTERPRETATION.
(a) The index, captions and headings are for convenience only and shall not define, limit
or affect the scope, intent, construction or interpretation of this Agreement or any provision
hereof.
(b) The words "herein", "hereof", "hereunder", "hereby", "hereto", "herewith" and words
of similar import shall refer to this Agreement as a whole and not to any particular article,
section, subsection or other subdivision.
(c) The words "include", "includes", "including" and all forms and derivations thereof
shall mean including but not limited to.
(d) Words of the singular number shall include correlative words of the plural number
and vice versa.
(e) Unless otherwise provided herein, all references to a "day" shall mean a business day
in [Country of Jurisdiction].

SALE OF STOCK. Subject to the terms and conditions of this Agreement, on the Purchase
Date (as defined below) the Company will issue and sell to Buyer, and Buyer agrees to
purchase from the Company, [SHARES SOLD] shares of the Company’s Common Stock
(the “Shares”) at a purchase price of $[PURCHASE PRICE] per Share for a total purchase
price of $[TOTAL PURCHASE PRICE]. The term “Shares” refers to the purchased Shares
and all securities received in replacement of or in connection with the Shares pursuant to
stock dividends or splits, all securities received in replacement of the Shares in a
recapitalization, merger, reorganization, exchange or the like, and all new, substituted or
additional securities or other properties to which Buyer is entitled by reason of Buyer’s
ownership of the Shares.

PURCHASE. The purchase and sale of the Shares under this Agreement shall occur at the
principal office of the Company simultaneously with the execution and delivery of this
Agreement by the parties or on such other date as the Company and Buyer shall agree (the
“Purchase Date”). On the Purchase Date, the Company will deliver to Buyer a certificate
representing the Shares to be purchased by Buyer (which shall be issued in Buyer’s name)
against payment of the purchase price therefor by Buyer by (a) check made payable to the
Company, (b) cancellation of indebtedness of the Company to Buyer, (c) an assignment
of certain assets, or (d) by a combination of the foregoing. [In addition, a portion of the
purchase price for the Shares shall be paid to the Company by cancellation of amounts due to
Buyer for prior services rendered to the Company (the “Debt”). As of the Purchase Date, and
simultaneously with the issuance of the Shares to Buyer, the Debt shall automatically be
deemed to be discharged in its entirety.]

COMPLETION. Completion shall occur on the date on which all of the following
conditions have been met:
a. execution of the Transfer and Acceptance Act by the Parties;
b. registration of the Buyer as the legal owner of the Shares.

AUTHORITY OF SELLER. To induce the Buyer to enter into and perform its obligations
under this Agreement, the Seller hereby represents and warrants to Buyer, and covenants with
Buyer, as follows:
a.) Capacity. The Seller has all requisite power, authority, and capacity to enter into
this Agreement. The execution, delivery, and performance of this Agreement by the
Seller does not, and the consummation of the transaction contemplated hereby will
not result in a breach of or default under any agreement to which the Seller is a party
by which the Seller is bound.
b.) Binding Agreement. This Agreement has been duly and validly executed and
delivered by the Seller and constitutes the Seller’s valid and binding agreement,
enforceable against the Seller in accordance with and subject to its terms.
c.) Title to Shares of Stock. The Seller is the lawful, record and beneficial owner of
all the Shares of Stock, free and clear of any liens, claims, agreements, charges,
security interests and encumbrances whatsoever. The sale, conveyance, assignment,
and transfer of the Shares of Stock in accordance with the terms of this Agreement
transfers to the Buyer legal and valid title to the Shares, free and clear of all liens,
security interests, hypothecations or pledges.
AUTHORITY OF BUYER. To induce the Seller to enter into and perform their obligations
under this Agreement, the Buyer represents and warrants to the Seller as follows:

a.) Capacity. The Buyer has all requisite power, authority, and capacity to enter into
this Agreement. The execution, delivery, and performance of this Agreement by the
Buyer does not, and the consummation of the transaction contemplated hereby will
not result in a breach of or a default under any agreement to which the Buyer is a
party or by which Buyer is bound.
b.) Disclosure. The Buyer is aware of the risks involved in purchasing the Shares of
Stock and accepts that its value can change rapidly and unpredictably.

PARTIES’ REPRESENTATIONS AND WARRANTIES. The Parties represent and agree

to the following:

a.) Compliance with Agreement. The representations and warranties of the

Seller contained in this Agreement or any certificate or document delivered pursuant to the
provisions hereof or in connection with the transactions contemplated hereby shall be true
on and as of the Closing as though such representations and warranties were made at and
as of such date, except if such representations and warranties shall be true as of such date.
b.) Injunction. On the day of Closing, there shall be no effective injunction, writ,
preliminary restraining order, or any order of any nature issued by a court of competent
jurisdiction directing that the transactions provided for herein or any of them not to be
consummated as herein provided.
c.) Buyer’s Approval. All actions, proceedings, instruments, and documents
required to carry out this Agreement, or incidental thereto, and all other related legal
matters shall have been approved by counsel for the Buyer.
d.) Casualty. The Assets, or any substantial portion thereof, shall not have been
adversely affected in any material way as a result of any fire, accident, flood, or other
casualty or act of God or public enemy, not shall any substantial portion of the purchased
property have been stolen, taken by eminent domain, or subject to condemnation. If the
Closing occurs hereunder despite such casualty as a result of the waiver of this condition
by the Buyer, the Seller shall assign or pay over to the Buyer the proceeds of any insurance
or any condemnation proceeds with respect to any casualty involving the Assets that occur
after the date hereof.
e.) Adverse Change. Between the date of this Agreement and the Closing, there
shall be no material adverse change of the Assets.

BROKERS. No person is entitled to receive any brokerage, finders or financial advisory fee
or commission in connection with the transactions contemplated by this Agreement based
upon arrangements made by or on behalf of the Seller or the Buyer.

CONFIDENTIALITY. All negotiations regarding the Assets between the Buyer and Seller
shall be confidential and not to be disclosed with anyone other than respective advisors and
internal staff of the Parties and necessary third (3rd) parties. No press, or other public
releases, will be issued to the general public concerning the Assets without the mutual
consent or as required by law, and then only upon prior written notice to the other party
unless otherwise not allowed.

INDEMNIFICATION. Without prejudice to any other rights and remedies available by law
to the Buyer and to the Company, the Seller undertakes to hold harmless against all claims and
indemnify the Buyer and the Company as may be applicable for any losses, damages or
expenses (including interest or tax payment) incurred by the Buyer or the Company as a result
of the inaccuracy in, or breach of, any of the Representations and Warranties of the Seller.

DISPUTE RESOLUTION. Any dispute or claim arising out of or relating to this Agreement
will be submitted to mediation, if available, in accordance with the rules and procedures of
the Sellers/Buyers Dispute Resolution System. Otherwise, mediation will be submitted to a
private mediation service. Any costs of mediation will be shared equally between Buyer and
Seller.

SEVERABILITY. Any provision of this Agreement, which is prohibited or unenforceable in

any jurisdiction, will be ineffective to the extent of such prohibition or unenforceability
without affecting, impairing, or invalidating the remaining provisions hereof or the
enforceability thereof. The invalid provision will be deemed to be replaced by a provision
which achieves the original intent of the Parties to the fullest extent possible.

NO WAIVER. No failure or delay by any of the Parties in exercising in whole or in part any
right under this Agreement will operate as a waiver of, or impair, any such right, the further
exercise thereof or the exercise of any other right. No waiver will be effective unless given in
writing.

NO EMPLOYMENT RIGHTS. Nothing in this Agreement shall affect in any manner

whatsoever the right or power of the Company, or a Parent or Subsidiary of the Company, to
terminate Purchaser’s employment or consulting relationship, for any reason, with or without
cause.

AMENDMENTS. This Agreement may be amended only by an instrument in writing

executed by duly authorized representatives of the Parties.

GOVERNING LAW AND JURISDICTION. This Agreement will be governed by, and
construed in accordance with, the laws of [Country of Jurisdiction]. In the event of any
dispute, controversy or claim arising out of or relating to this agreement, or the breach,
interpretation, termination, or validity thereof the Parties agree to refer such dispute,
controversy or claim to three arbitrators who shall decide on the basis of [Country of
jurisdiction] law. The governing jurisdiction shall be the courts of [Country of jurisdiction].
Construction. This Agreement is the result of negotiations between and has been reviewed
by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement
shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be
construed in favor of or against any one of the parties hereto.

COUNTERPARTS. This Agreement may be executed in any number of counterparts and by

the several parties hereto in separate counterparts, each of which shall be deemed to be an
original, and all of which together shall constitute one and the same Agreement.

ENTIRE AGREEMENT. This Agreement contains all the terms agreed to by the parties
relating to its subject matter including any attachments or addendums. This
Agreement replaces all previous discussions, understandings, and oral agreements.

The parties have executed this Agreement as of the date first set forth above. 

THE SELLER:

[[SELLER NAME]]

By: [SELLER SIGNATURE]

(Signature)

Name: [NAME]

Title: [TITLE]

Address:
[ADDRESS] 
Attn: Chief Executive Officer

Fax: [FAX]

email: [EMAIL]

__________________________

THE BUYER:
[[BUYER NAME]] 

By: [BUYER SIGNATURE]

(Signature)

Name: [BUYER CONTACT NAME]

Title: [BUYER CONTACT TITLE]

Address: 
[BUYER ADDRESS]

Fax: [BUYER FAX]

email: [BUYER EMAIL]

_____________________________