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Stock Purchase Agreement Unregistered Stock(If stock which is not registered with securities authorities, it is necessary to obtain representations from the buyer that they are entitled to buy the stock and this will not trigger a registration. Also needed to be used to insure that the purchaser is aware of the limitations on the resale of the stock. Usable both for cash and credit sales of stock not traded on any exchanges.) AGREEMENT FOR SALE OF UNREGISTERED STOCK [Name], referred to as SELLER, and [Name], referred to as PURCHASER, agree: PURCHASER shall purchase from SELLER 100 shares of Common stock, issued by [Corporation Name], in consideration of: A promissory note in the amount of $ 500.00 ( five hundred & no/100 dollars) secured by a pledge of the stock. The sum of $------- (& no/100 dollars.) The shares purchased are not registered with the United States Securities and Exchange Commission, nor the Securities Commission of any state. The PURCHASER represents that it is qualified under the relevant rules and regulations of the United States Securities and Exchange Commission and the Securities Commission of any state which may have jurisdiction to purchase these shares. The PURCHASER further represents that it is not purchasing these shares with an intention of resale, nor will it take any actions that may result in it being considered an underwriter of the shares. Prior to any transfer of these shares, the PURCHASER shall provide to the issuer of the stock a legal opinion, in a form acceptable to the counsel for the issuer, that the transfer will not result in the loss of the exemptions from registration of the securities then claimed by issuer. The PURCHASER further represents that it has had adequate opportunity to obtain any information relevant to the decision to purchase, and has also had adequate opportunity to consult with advisors of their choice. The PURCHASER agrees that prior to delivery of the stock to execute the shareholders agreement dated _______, 20 _. Dated: ________________. _____________________________ SELLER _____________________________ PURCHASER
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