This Stock Purchase Agreement with Note Delivered as Consideration is between a company who desires to issue stock and a purchaser who agrees to acquire the company's common stock. This agreement sets forth the number of shares to be purchased, price per share and that the shares are subject to repurchase as set forth within this agreement. A promissory note for the amount of stock purchase will be delivered at the time of closing of this transaction.

In addition, this agreement contains provisions regarding capital reorganizations, purchaser's representations and transfer restrictions and the language to be included on all stock certificates to be delivered to purchaser.

This Stock Purchase Agreement with Note Delivered as Consideration includes:

• Parties: Sets forth the name of the company and the purchaser who wants to acquire the company's stock;
• Sale of Stock: Sets forth the number of shares to be sold to the purchaser, price per share and that shares will be paid by delivery of a promissory note which is an exhibit and made a part of this agreement;
• Repurchase Option: Provisions regarding directorship change, exercise of sale option and termination of director are included in this agreement;
• Stock Assignments: Spells out that stock certificates will be delivered to an escrow agent who will hold these certificates;
• Transfer Restrictions: Purchaser shall not sell or transfer any shares subject to the purchase option;
• Signature: This agreement must be signed in the presence of witnesses and a notary public by a company representative and the purchaser.

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This attorney-prepared packet contains:

1. General Information
2. Instructions and Checklist
3. Stock Purchase Agreement With Note Delivered as Consideration

State Law Compliance: This form complies with the laws of all states