Stock Purchase Agreement (Model Form)

Stock Purchase Agreement ( model Form) Stock Purchase AGREEMENTD ated as of [DATE] by and amongNEWCO, Inc.(the "Company"), andEach Investor (the "Investors") Listed in Exhibit of ContentsARTICLE I: DEFINED TERMSARTICLE II: Purchase AND SALE TERMSS ection Purchase and SaleSection PaymentSection Transfer Legends and RestrictionsARTICLE III: REPRESENTATIONS AND WARRANTIES OF THE COMPANYS ection corporate ExistenceSection Power and AuthoritySection Financial ConditionSection Absence of Undisclosed LiabilitiesSection TaxesSection SubsidiariesSection No Material Adverse ChangeSection Absence of Certain ChangesSection LitigationSection Conflict of InterestsSection Other RelationshipsSection Licenses; Compliance with Laws, Other Agreements, Intellectual Property Rights and Government ApprovalsSection Government ApprovalsSection Investment Co

Section 4.11. Taxes and Assessments Section 4.12. Maintenance of Corporate Existence Section 4.13. Governmental Consents Section 4.14. Further Assurances Section 4.15. Counsel Fees and Expenses Section 4.16. Compliance with Offering Memorandum Section 4.17. Regulation D Filings Section 4.18. Preemptive Rights Section 4.19. Limitation of Option ...

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