Convertible Debenture Purchase Agreement by bobzepfel

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Agreement for purchase of outstanding Convertible Debentures

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									                           Convertible Debenture Purchase Agreement

       This Convertible Debenture Purchase Agreement is entered into as of the date set forth
below, by and between the person or entity designated below as “Seller” ("Seller") and
("Purchaser");

                                           R E C I T A L S:

        A.     Seller holds certain Convertible Debentures issued by                  . (the
“Company”), and warrants to purchase shares of Common Stock of the Company, all as specified
on the signature page of this Agreement (the “Securities”);

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

         NOW, THEREFORE, the parties agree as follows:

         1.      Purchase and Sale. Seller hereby sells, transfers and conveys the Securities to
Purchaser, and Purchaser hereby purchases the Securities from Seller, on the terms and conditions
set forth herein. The purchase includes all rights, claims, choses in action and other property
relating to the Securities, including without limitation, any interest, penalties, liquidated damages,
rights to collect expenses or attorneys’ fees, or any other rights or claims of any character arising
out of or relating to the Securities, and any related security documents or security interests. The
parties contemplate that Purchaser will acquire all rights of Seller relating to the Securities and the
Company, and that following the purchase Seller will retain no claims or rights against the
Company.

        2.       Consideration. The consideration for the pu
								
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