Fill and Sign the Island Connections 694 by Island Connections Media Group Issuu Form

23.06[2] Short-Form Stock Purchase Agreement (Resale) The following form of stock purchase agreement may be used for the resale of common stock. STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the [Date] day of [Month], [Year] by and among [Name of Seller] (the "Seller"), and [Name Of Purchaser] (the "Purchaser").1. Purchase and Sale of Stock. Purchaser hereby purchases from Seller and Seller hereby sells to Purchaser [Number of Shares ] shares of [Type of Stock] stock (the "Shares") of [Company Name] (the "Company") at a per share price of $[Per Share Price] per share, for an aggregate purchase price of $[Aggregate Purchase Price] (the "Purchase Price"). 2. Payment and Closing. Concurrently with the execution of this Agreement, Purchaser shall pay the Purchase Price for the Shares in cash, by cashier's check or by wire transfer of immediately available funds to an account designated by Seller, and against such payment, Seller shall deliver to Purchaser a stock certificate of the Company, duly endorsed for transfer, to the Purchaser and representing the Shares. 3. Seller Representations. Seller represents and warrants to Purchaser as follows: (a) Seller owns all of the Shares free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable securities laws, and has not previously entered into any agreement or commitment for the sale of all or part of the Shares or otherwise conveyed or encumbered Seller's interest (voting or otherwise) with respect to the Shares. (b) Seller has full power and authority to sell and transfer the Shares to Purchaser without obtaining the waiver, consent, order or approval of (i) the Company[, other than the form of waiver attached hereto as Exhibit [ ] [E.G., WAIVER OF RIGHT OF FIRST REFUSAL], (ii) any state or federal governmental authority, or (iii) any third party or other person including, but not limited to, [beneficiaries of the trust or] other stockholders of the Company. (c) Upon delivery of and payment for the Shares as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Shares, free and clear of all liens, encumbrances, security interests, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. 4. Purchaser Representations. Purchaser represents and warrants to Seller as follows: (a) Purchaser has substantial experience evaluating and investing in private placement transactions of securities in companies similar to the Company. Purchaser is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its interests. Purchaser acknowledges that it must bear the economic risk of this investment indefinitely, unless the Shares are subsequently registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that the Company has no present intention of registering the Shares. (b) Purchaser is acquiring the Shares for Purchaser's own account for investment only and not with a view towards their distribution. (c) Purchaser has the capacity to protect its interests in connection with the transactions contemplated hereby as a result of its business or financial expertise. (d) Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, a copy of which is attached hereto. (e) Purchaser had an opportunity (i) to discuss the Company's business, management and financial affairs with management of the Company and (ii) to review the Company's operations and facilities. (f) [Purchaser acknowledges receipt of various Company materials, including (i) the Company's audited financial statements for the year(s) ended [Date]; (ii) the Company's unaudited [quarterly/monthly] financial statements for the period ended [Date]; (iii) [the Company's most recent business plan and operating budget]; and (iv) [the Private Placement Memorandum relating to the Company's most recent financing round, including the Purchase Agreement and Schedule of Exceptions related thereto].] (g) Purchaser has been advised of the provisions of Rule 144 under the Securities Act, which permits limited resale of shares purchased in a private placement, subject to the satisfaction of designated conditions, including (i) the availability of current public information about the Company, (ii) the satisfaction of the requisite holding periods and (iii) the limitations on sales volume. Purchaser understands that the Company currently does not satisfy these information requirements and has no present intention to do so. (h) Purchaser further acknowledges that each certificate representing the Shares shall include the legends set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE "ACT"), AND MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. [Any legend imposed or required by the Company's Bylaws or applicable state securities laws.] [Any legend imposed or required by applicable contracts.] (i) Purchaser authorizes Seller and the Company to rely on these representations and warranties. Purchaser further acknowledges that the Company has made no representation or warranty to Purchaser with respect to the Company materials provided or made available to Purchaser[, including the materials referenced above]. 5. Miscellaneous. (a) Undertaking. The parties hereby agree to take whatever additional actions and execute whatever additional documents may be necessary or advisable in order to effect the transactions contemplated by this Agreement. (b) Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties hereto with regard to the subject matter hereof. This Agreement shall not be amended except by a writing signed by both parties. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of [State], without regard to principles of conflicts of laws. (d) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (e) Notice. Notice hereunder shall be given by written delivery or confirmed facsimile thereof to the parties at their respective addresses and facsimile numbers set forth on the signature page hereof or to such other address or facsimile number as the other party shall be notified of in accordance herewith. Each party may rely on such address for all purposes in connection with the ownership of the Shares. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. [NAME OF SELLER]_______________________ Print Name:_____________Address:__________________________________________________________________Facsimile:________________ [NAME OF PURCHASER] _______________________ Print Name:_____________Address:__________________________________________________________________Facsimile:________________