Stock Purchase Agreement

Note:

This form of Stock Purchase Agreement contemplates the purchase of shares of stock of

the target company directly from selling stockholders. IT HAS BEEN DRAFTED TO

BE FAVORABLE TO BUYER. As with any form, care should be taken to tailor the

provisions of this agreement to the specific transaction for which it is used.

STOCK PURCHASE AGREEMENT

BY AND AMONG

[PURCHASER]

[COMPANY]

AND

[THE SELLING STOCKHOLDER(S)]

Dated as of __________________, 200_

Company might be party to agreement if it is making operating representations and warranties together with or

instead of Selling Stockholders. Company might also make certain covenants or be required to waive certain rights,

etc. Purchaser should be careful to agree to having Company be “on hook” for too many things; after closing it will

do Purchaser little good to have rights against Company which will then be wholly (or primarily) owned by

Purchaser.

FTL 106697919v1 1/3/2007

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Parent category: Business