PURCHASE OF PRIVATELY HELD STOCK

__________, (“Seller”), and ______________, (“Buyer”), agree as follows:

Buyer shall purchase from Seller ________ shares of XYZ Corp. stock, for ___________ ($______).

Buyer shall pay to Seller the following:

Cash:

Promissory Note:

The shares purchased are not registered with the United States Securities and Exchange Commission, or the Securities Commission of any state.

The Buyer 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.   Purchaser represents they are an accredited investor or investment group as defined by current investment US and state laws.

The Buyer 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.