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 Company ActSection Ownership and Status of StockSection Brokers, Private SaleSection Offering MemorandumSection Projections; Material FactsSection InvestigationSection (a).

Agreement, to purchase Series A Convertible Preferred Stock of the Company having the characteristics set forth in the Certificate of Designation, as amended, attached as Exhibit 1.1. Capitalized terms are defined in the first Article. Exhibits are incorporated by reference into this Agreement as though such exhibits were set

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