Purchase and Sale of Private Shares

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									This is an agreement between two parties for the sale of shares in a particular
corporation. The agreement sets forth the number of shares sold, the price per share,
and the closing date of the transaction. In addition, the seller warrants that they are the
true and valid owner of the shares that they are selling. This document should be used
by shareholders of a corporation other entity that want to sell their shares.
                             Agreement for Purchase & Sale of Private Shares

       This agreement (“Agreement”) is entered into as of this ____ day of ________________,
       (the “Effective Date”), by and between ______________________________ (“Seller”)
and ______________________________ (“Purchaser”);

                                                    R E C I T A L S:

       A.    Seller is the owner of _______ ( ) shares (the “Shares”) of the Common Stock
of ____________________________________________________ (the “Company”);

       B.      Seller desires to sell the Shares to Purchaser, and Purchaser desires to purchase
the Shares from Seller;

       NOW THEREFORE, in reliance on the foregoing recitals and in consideration of the
mutual covenants and undertakings contained herein and subject to and upon the terms and
conditions hereinafter set forth, the parties hereto agree as follows:

Article 1. Purchase and Sale of Shares

       Section 1.1    Purchase and Sale of the Shares. Purchaser hereby agrees to purchase the
Shares from the Seller, and the Seller hereby agrees to sell the Shares to Purchaser, for the
consideration, and upon the terms and conditions specified herein.

       Section 1.2     Purchase Price. The purchase price for the Shares shall be ________
($___) dollars payable by check at the Closing (as defined herein).

        Section 1.3      Closing. Delivery of and payment for the Shares (the “Closing”) shall
take place at the offices of Purchaser, in __________ at 1:00 o'clock p.m. local time, on
_______________________________________, or such other date, place and time as may
otherwise be agreed upon in writing by the parties hereto (the “Closing Date”).

        Section 1.4 Delivery, Payment and Exchange. At the Closing, (a) Seller shall deliver
to Purchaser certificates evidencing the Shares, fully endorsed and in form for transfer to
Purchaser, and shall cause the Shares to be duly recorded in the name of Purchaser on the books
and records of the Company, and (b) Purchaser shall deliver to Seller a check in the amount of
the purchase price.

Article 2. Representations and Warranties of the Seller

         The Seller represents and warrants to Purchaser that:

       Section 2.1      Organization and Good Standing. The Company is a corporation duly
organized, validly existing and in good standing under the laws of _______________.

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        Section 2.2    Capitalization. The authorized capital stock of the Company consists
solely of _____________ ( ) shares of Common Stock, of which __________ ( ) shares are
issued and outstanding. There are no outstanding subscriptions, warrants, options, calls or
commitments of any character relating to or entitling any person to purchase or otherwise acquire
any capital stock of the Company or other securities or other equity interests of the Company,
and there are no outstanding obligations or securities convertible into or exchangeable for shares
of any capital stock




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of the Company or other securities or other equity interests of the Company or any commitments
of any character relating to or entitling any person to purchase or otherwise acquire any such
obligations or securities. There are no preemptive or similar rights to subscribe for or to purchase
any capital stock or other securities or other equity interests of the Company. There are no other
commitments of any kind or type for the issuance of any capital stock or other securities or other
equity interests of the Company. There are no agreements or understandings between or among
any persons which affect or relate to the voting or giving of written consents with respect to any
security of the Company. The Shares to be acquired by Purchaser under this Agreement
constitute __________ (___ %) percent of the issued and outstanding equity of the Company.

        Section 2.3      No Violation. Neither the execution or delivery by the Seller of this
Agreement nor the consummation of the transactions contemplated herein will: (a) violate any
provision of the charter documents or bylaws of the Company; (b) violate, conflict with, or
constitute a default under any material contract to which the Company or the Seller is a party;
(c) result in the creation or imposition of any lien or other encumbrance upon any properties or
assets of the Company; or (d) violate any law or order to which the Company or any of its
property is subject.

        Section 2.4    Litigation. To Seller’s knowledge, there is no pending or threatened
claim, dispute, governmental investigation, suit, action, arbitration, legal, administrative or other
proceeding of any nature, domestic or foreign, criminal or civil, at law or in equity, by or against
or otherwise affecting the Company, or its business, operations, properties, financial conditions
or prospects.

        Section 2.5     Full Disclosure. All documents and other papers delivered to Purchaser
by or on behalf of the Company or Seller in connection with this Agreement are accurate,
complete and authentic. The information furnished to Purchaser by or on behalf of the Company
or Seller in connection with this Agreement and the transactions contemplated herein does not
contain any untrue statement of a material fact and does not omit to state any material fact
necessary to make the statements made, in the context in which they are made, not false or
misleading.

         Section 2.6    Title to Shares. Seller has good and marketable title to the Shares, and
upon consummation of the purchase contemplated herein, Purchaser will acquire from the Seller
good and marketable title to such Shares, free and clear of all liens, charges, options or other
encumbrances, including community property or marital property claims, excepting only such
restrictions upon transfer, if any, as may be imposed by Federal or state securities laws.

Article 3. General

       Section 3.1     Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which shall be
considered one and the same instrument.


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        Section 3.2    Entire Agreement. This Agreement contains the entire agreement between
the parties and supersedes all prior agreements, arrangements and understandings between the
Seller and Purchaser relating to the subject matter hereof. There are no written or oral
agreements, understandings, representations or warranties set forth in this Agreement.


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




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