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Stock Purchase Agreement is a legal document made and signed between the seller and the buyer. It stipulates the regulations the two sides should obey to guarantee the influent process of the transaction. This agreement contains the following sections: PURCHASE AND SALE, AMOUNT AND PAYMENT OF PURCHASE PRICE, REPRESENTATIONS AND WARRANTIES OF SELLER, REPRESENTATIONS AND WARRANTIES OF SELLER ADN PURCHASER, GENERAL PROVISIONS, and NOTICE.

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STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made and entered into this _________(1)_________ day of

________(2)_______, ________(3)___________, by and between _________(4)_________,

(hereinafter referred to as "Seller") and ________(5)___________, (hereinafter referred to as

"Purchaser");

W I T N E S S E T H:

WHEREAS, the Seller is the record owner and holder of the issued and outstanding

shares of the capital stock of ____(6)____, (hereinafter referred to as the "Corporation"), a

______________(7)____________ corporation, which Corporation has issued capital stock of

________________(8)______________ shares of $________(9)_________ par value common

stock, and

WHEREAS, the Purchaser desires to purchase said stock and the Seller desires to sell

said stock, upon the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements

contained in this Agreement, and in order to consummate the purchase and the sale of the

Corporation's Stock aforementioned, it is hereby agreed as follows:

1. PURCHASE AND SALE:

Subject to the terms and conditions hereinafter set forth, at the closing of the transaction

contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser

certificates representing such stock, and the Purchaser shall purchase from the Seller the

Corporation's Stock in consideration of the purchase price set forth in this Agreement. The

certificates representing the Corporation's Stock shall be duly endorsed for transfer or

accompanied by appropriate stock transfer powers duly executed in blank, in either case with

signatures guaranteed in the customary fashion, and shall have all the necessary documentary

transfer tax stamps affixed thereto at the expense of the Seller.

The closing of the transactions contemplated by this Agreement (the "Closing"), shall be

held at ________(10)_________, on ______(11)______, at ______(12)______, or such other

place, date and time as the parties hereto may otherwise agree.

2. AMOUNT AND PAYMENT OF PURCHASE PRICE.

The total consideration and method of payment thereof are fully set out in Exhibit "A"

attached hereto and made a part hereof.

3. REPRESENTATIONS AND WARRANTIES OF SELLER.

Seller hereby warrants and represents:

(a) Organization and Standing.

Corporation is a corporation duly organized, validly existing and in good standing

under the laws of the State of ___________(13)___________ and has the corporate power and

authority to carry on its business as it is now being conducted.

(b) Restrictions on Stock.

i. The Seller is not a party to any agreement, written or oral, creating rights in respect to

the Corporation's Stock in any third person or relating to the voting of the Corporation's Stock.

ii. Seller is the lawful owner of the Stock, free and clear of all security interests, liens,

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