Stock Purchase Agreement Form (Page 4 of 5) in pdf

clear of any encumbrances, security interests or liens of any kind and has full

power and authority to sell and transfer the Stock as contemplated in this

Agreement.

(b) Organization and Standing. To the Seller’s knowledge, the Company is duly

organized, validly existing and in good standing under the laws of the State of

_______________________ [insert state of incorporation] and has full power

and authority to own and operate its property and assets and to carry on its

business as presently conducted.

5. SEVERABILITY: If any part or parts of this Agreement shall be held unenforceable for

any reason, the remainder of this Agreement shall continue in full force and effect. If any

provision of this Agreement is deemed invalid or unenforceable by any court of

competent jurisdiction, and if limiting such provision would make the provision valid,

then such provision shall be deemed to be construed as so limited.

6. BINDING EFFECT: The covenants and conditions contained in this Agreement shall

apply to and bind the parties and the heirs, legal representatives, successors and permitted

assigns of the Parties.

7. BROKER’S FEES: The Parties represent that there has been no act in connection with

the transactions contemplated in this Agreement that would give rise to a valid claim

against either party for a broker’s fee, finder’s fee or other similar payment.

8. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the

Parties and supersedes any prior understanding or representation of any kind preceding

the date of this Agreement. There are no other promises, conditions, understandings or

other agreements, whether oral or written, relating to the subject matter of this

Agreement. This Agreement may be modified in writing and must be signed by both the

Seller and Purchaser.

9. GOVERNING LAW: This Agreement shall be governed by and construed in

accordance with the laws of the State of _______________________________________.

10. NOTICE: Any notice required or otherwise given pursuant to this Agreement shall be in

writing and mailed certified return receipt requested, postage prepaid, or delivered by

overnight delivery service:

(a) If to Purchaser:

__________________________________________________

(b) If to Seller:

__________________________________________________

Stock Purchase Agreement

Stock Purchase Agreement Form Page 4