PURCHASE OF PRIVATELY HELD STOCK

__________, (“Seller”), and ______________, (“Buyer”), agree as follows:

Buyer shall purchase from Seller ________ shares of XYZ Corp. stock, for ___________ ($______).

Buyer shall pay to Seller the following:

Cash:

Promissory Note:

The shares purchased are not registered with the United States Securities and Exchange Commission, or the Securities Commission of any state.

The Buyer 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.   Purchaser represents they are an accredited investor or investment group as defined by current investment US and state laws.

The Buyer 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.

Purchaser understands that as private securities this is a speculative investment with substantial risk that it is willing to undertake even though it may lead to a total write-off of this investment in question.

Prior to any transfer of these shares, the Buyer 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 Buyer 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 Buyer agrees to the terms of the Articles of Incorporation and the Bylaws of the company, and agrees to execute the Shareholders Agreement dated ________________ as a condition of this purchase.

This is the entirety of the agreement between the parties. 

Dated: _____________