Stock Purchase and Vesting Agreement
This Agreement is entered into as of the
(the “Effective Date”) by and between (the "Company"), a
R E C I T A L S:
A. Purchaser is an officer and employee of the Company; and
B. The Company desires to sell shares of its Common Stock to Purchaser, on the
terms and conditions set forth herein.
NOW, THEREFORE, the parties agree as follows:
1. Purchase and Sale of Stock. The Company hereby sells to Purchaser, and
Purchaser hereby purchases from the Company, shares of the Company's Common
Stock (the "Shares") at a price of $. per share, for an aggregate purchase price of $ .
2. Investment Intent. Purchaser warrants and represents to the Company that he is
acquiring the Shares for investment and not with a view to or for sale in connection with any
distribution of said Shares or with any present intention of distributing or selling said Shares, and
he does not presently have reason to anticipate any change in circumstances or any particular
occasion or event which would cause him to sell said Shares. In purchasing the Shares, Purchaser
acknowledges and represents that Purchaser has had an opportunity to discuss the business
prospects and business plan of the Company with the officers and directors of the Company.
Purchaser further acknowledges that the Shares are highly speculative and involve a high degree
of risk, and that the Shares have not been registered under the Securities Act of 1933, as
amended, and may not be sold or otherwise disposed of except pursuant to an effective
Registration Statement filed under the Act or pursuant to an exemption from said Act.
3. Repurchase Option.
3.1 An aggregate of