This Agreement is made as of the [date], by and between [name of corporation], a [name of state]

corporation (the “Company”), and [name] (the “Purchaser”).

Recitals
WHEREAS, the Company desires to issue and Purchaser desires to acquire shares of the Company as
herein described, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, IT IS AGREED between the parties as follows:

1. Purchase and Sale

Purchaser hereby agrees to purchase from the Company and the Company agrees to sell to Purchaser
[number of shares] of its authorized shares (hereinafter sometimes collectively referred to as the
“Shares”) for a purchase price of $[dollar amount] per share. The purchase price of the Shares shall be
payable at the Closing (as hereinafter defined) in cash or by check. The closing hereunder shall occur
at the offices of the Company on the date hereof, or at such other time and place as the parties may
mutually agree (the “Closing”). At the Closing, the Purchaser shall deliver cash or a check and/or
cancellation of the Company's outstanding indebtedness to the Purchaser in the aggregate amount of $
[dollar amount] to the Company and the Company shall deliver a duly executed share certificate for
the Shares. In addition, at the Closing the Company and the Purchaser shall each deliver to one another
an executed counterpart of this Agreement, and the Purchaser shall execute and deliver to the Company
the Investment Representation Letter in the form attached hereto as Exhibit [designation of exhibit].

2. Share Certificates
All certificates representing any of the Shares of the Company subject to the provisions of this
Agreement shall have endorsed thereon the following legends:

These securities have not been registered under the Securities Act of 1933. They may not be sold,
offered for sale, pledged or hypothecated in the absence of an effective registration statement as to the
securities under said Act or an opinion of counsel satisfactory to the corporation that such registration
is not required.

3. Purchaser's Representations and Warranties

Purchaser acknowledges that it is aware that the Shares to be issued to it by the Company pursuant to
this Agreement has not been registered under the Securities Act of 1933, as amended. In this
connection, Purchaser warrants and represents to the Company that it is acquiring the Shares for
investment and not with a view to or for sale in connection with any distribution of said Shares or with
any present intention of distributing or selling said Shares and it does not presently have reason to
anticipate any change in circumstances or any particular occasion or event which would cause it to sell
said Shares. On or prior to the Closing hereunder, Purchaser shall execute and deliver to the Company
an Investment Representation Letter, substantially in the form attached hereto as Exhibit [designation
of exhibit], confirming its investment representations.

4. Transfers in Violation of Agreement

The Company shall not be required: (i) to transfer on its books any of the Shares of the Company
which shall have been sold or transferred in violation of any of the provisions set forth in this
Agreement; or (ii) 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.

5. Notices
Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively
given upon personal delivery 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 [number of days] days'
advance written notice to the other party hereto.

6. Successors and Assigns

 This Agreement shall inure to the benefit of and be binding upon the Company and its successors and
assigns. This Agreement shall inure to the benefit of and, subject to the restrictions on transfer herein
set forth, be binding upon Purchaser and its successors and assigns.

7. Entire Agreement
This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

8. Governing Law
This Agreement shall be governed by and construed under the laws of the State of [name] as applied to
agreements between [name of state] residents entered into and to be performed entirely within [name
of state].

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
above written.

[Name of corporation]
By:
___________________
[Name of authorized representative] Title: [title of authorized representative]
Address: [address of authorized representative]
PURCHASER:
___________________
[Name of purchaser]
Address: [address of purchaser]