Business Stock Contract

BUSINESS STOCK CONTRACT

This Business Stock Contract (the "Agreement") is made and entered into as of by and between:

PARTIES

RECITALS

WHEREAS, Seller is the record and beneficial owner of certain shares of stock described herein and has authority to sell such shares; and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, the number and class of shares set forth in this Agreement upon the terms and subject to the conditions contained herein; and

WHEREAS, the parties intend to effectuate the transfer and to set forth their respective rights and obligations with respect to the Purchased Shares.

SCOPE OF WORK

Description of transferred stock, duties related to transfer, and any continuing obligations of the parties (e.g., restrictive legends, voting covenants, registration obligations, escrow or escrow agent instructions):

PURCHASE AND SALE

Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the shares described in the Scope of Work (the "Purchased Shares") for the total purchase price set forth below, subject to the terms and conditions of this Agreement.

PAYMENT TERMS

Payment will be made in accordance with the schedule and method set forth below. All payments shall be made in lawful currency of the United States unless otherwise agreed in writing.

Any late payment shall accrue interest at the greater of the rate set forth above or the maximum rate permitted by applicable law. Buyer shall be responsible for any costs of collection, including reasonable attorneys' fees, if Seller enforces payment.

CLOSING

The closing of the purchase and sale contemplated by this Agreement (the "Closing") shall occur on or before unless otherwise agreed in writing. At Closing, Seller shall deliver stock certificates, endorsements, and any required instruments of transfer, and Buyer shall deliver the agreed payment in cleared funds.

REPRESENTATIONS AND WARRANTIES

Seller represents and warrants to Buyer that: (a) Seller has good and marketable title to the Purchased Shares free and clear of all liens, claims and encumbrances; (b) this Agreement has been duly authorized, executed and delivered by Seller and constitutes a valid and binding obligation of Seller enforceable in accordance with its terms; and (c) there are no outstanding agreements, options or rights to purchase the Purchased Shares except as disclosed in the Scope of Work.

Buyer represents and warrants to Seller that: (a) Buyer has the full power and authority to enter into this Agreement and to perform its obligations hereunder; and (b) Buyer has sufficient funds or financing commitments to complete the purchase as described in the Payment Terms.

CONFIDENTIALITY

Each party shall hold in strict confidence and shall not disclose to any third party any non-public information obtained from the other party in connection with this Agreement, including but not limited to financial information, business plans, trade secrets and the terms of this Agreement, except (i) to their respective legal and financial advisors on a need-to-know basis, (ii) as required by applicable law, or (iii) with the prior written consent of the other party. Confidential information shall remain subject to this obligation for a period of three (3) years following termination or expiration of this Agreement.

TERM AND TERMINATION

The term of this Agreement begins on the Start Date: and ends on the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days' written notice. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment obligations and indemnities.

INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of a breach of such party's representations, warranties or covenants under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any exhibits or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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