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Stock Purchase Agreement

(Unregistered Stock)

Agreement for Sale of Unregistered Stock

[Name], referred to as Seller, and [Name], referred to as Purchaser, agree:

Purchaser shall purchase from Seller (--) shares of Common stock, issued by [Corporation Name], in consideration of:

A promissory note in the amount of $------ secured by a pledge of the stock.

The sum of $-------.

The shares purchased are not registered with the United States Securities and Exchange Commission, nor the Securities Commission of any state.

The Purchaser represents that it is qualified under the relevant rules and regulations of the United States Securities and Exchange Commission and the Securities Commission of any state which may have jurisdiction to purchase these shares.

The Purchaser further represents that it is not purchasing these shares with an intention of resale, nor will it take any actions that may result in it being considered an underwriter of the shares.

Prior to any transfer of these shares, the Purchaser shall provide to the issuer of the stock a legal opinion, in a form acceptable to the counsel for the issuer, that the transfer will not result in the loss of the exemptions from registration of the securities then claimed by issuer.

The Purchaser further represents that it has had adequate opportunity to obtain any information relevant to the decision to purchase, and has also had adequate opportunity to consult with advisors of their choice.

The Purchaser agrees that prior to delivery of the stock to execute the shareholders agreement dated this day _______, of ________ 20 __.

Dated: ________________.

_____________________________

Seller

_____________________________

Purchaser

*** If Required By State Law ***

This Section for Notary:

ACKNOWLEDGMENT

State of _________

County of ________ [COUNTY]

On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

Signature ________
Notary

My commission expires: _____

(Seal)