Stock Purchase And Investor Rights Agreement (Page 2 of 9) in pdf

1.1

____________________________ shares of Stock, at ten cents ($0.10) per share,

for a total purchase price of $_________________________, within one (5) days of

execution of this Agreement.

Representations, Warranties and Covenants of the Company. The Company hereby

represents, warrants and covenants to Purchaser that the statements in the following

paragraphs of this Section 2 are all true and complete as of the date hereof:

Authority; Due Authorization. This Agreement, when signed by the Company’s

2.1

CEO, will have been duly and validly executed and delivered by the Company,

and upon the execution and delivery by Purchaser of this Agreement and the

performance by Purchaser of its obligations herein, will constitute, a legal, valid

and binding obligation of the Company enforceable against it in accordance with

its terms, except as such enforcement may be limited by bankruptcy or insolvency

laws or other laws affecting enforcement of creditors’ rights or by general

principles of equity.

2.2

No Conflicts. The execution and delivery by the Company of this Agreement

does not, and the performance by the Company of its obligations under this

Agreement and the consummation of the transactions contemplated hereby will

not, conflict with or result in a violation or breach of any of the terms, conditions

or provisions of any other agreement to which the Company is a party.

2.3

Valid Issuance. The Stock being purchased by the Purchaser hereunder shall be at

the Closing, duly and validly issued, fully paid, and non-assessable.

2.4

The Company. The Company is a corporation duly incorporated, validly existing

and in good standing under the laws of the state of _______.

2.5

Capitalization of the Company.

Immediately prior to the Closing there will

be no more that ______________ shares of preferred stock outstanding, as

described immediately below, no shares of Class B Common Stock outstanding,

and no more than ______________shares of Common Stock outstanding. There

are no conversion or exchange privileges, preemptive rights, or other rights or

agreements to purchase or otherwise acquire or issue any securities of the

Company other than have been disclosed to purchaser, and there is no agreement

or understanding between any persons and/or entities, which affects or relates to

the voting or giving of written consents with respect to any security of the

Company or any instrument or security exercisable or exchangeable for, or

convertible into any security of the Company.

The Company has entered into an agreement with its founder whereby the founder

has surrendered rights to royalties and has further surrendered a carve out for

Stock Purchase And Investor Rights Agreement Page 2