PROBE MANUFACTURING, INC. STOCK PURCHASE AGREEMENT
PROBE MANUFACTURING, INC.
THIS AGREEMENT is made and entered into this ____ day of December, 2014, by and between Probe Manufacturing, Inc., 00000 Xxxxxxxx Xxxxxx, Xxxxxx, XX, a Nevada corporation, (“PMFI,” “Corporation” or “Seller”) and _________________________ (Name)
,_______________________________________(Address of Purchaser) , (“Purchaser”);
1.
2.
(a)
(b)
3.
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby warrants and represents:
(a)
Probe Manufacturing, Inc.
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Organization and Standing. Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has the corporate power and authority to carry on its business as it is now being conducted.
(b)
i.
The Corporation’s Stock purchased by the Purchaser are “restricted securities,” as that term is defined in Rule 144(a)(3) of the Act, and therefore may not be offered or sold or transferred by the Purchaser without compliance with the registration requirements of the Act unless, in the opinion of counsel to the Corporation, an exemption from registration is available.
ii.
The Seller is not a party to any agreement, written or oral, creating rights in respect to the Corporation's Stock in any third person or relating to the voting of the Corporation's Stock.
iii.
The Stock is being sold free and clear of all security interests, liens, encumbrances, equities and other charges.
(c)
Access to and Furnishing Information: The Company has provided this link to the Securities and Exchange Commission Xxxxx filing system to review the company’s fillings:
i.
xxxx://xxx.xxx.xxx/xxx-xxx/xxxxxx-xxxxx?xxxxxxxxxxxxxxxxxxxxxxxxxxx&xxxxxxxxxxxxx&xxxxxxxxxxxxxxxxx
4.
REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby warrants and represents:
(a)
The Purchaser acknowledges and agrees that the shares of the Corporation’s Stock the Purchaser is purchasing are “restricted securities” that may not be offered or sold or transferred by the Purchaser without compliance with the registration requirements of the Act, unless, in the opinion of counsel to the Corporation, an exemption from registration is available.
(b)
The Purchaser acknowledges and agrees that the certificate(s) evidencing the shares of the Corporation’s Stock purchased shall bear a customary restrictive transfer legend.
5.
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER.
(a)
Probe Manufacturing, Inc.
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Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller or the Purchaser which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.
6.
(a)
Entire Agreement. This Agreement (including any written amendments hereof executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written between the parties hereto with respect to the subject matter hereof.
(b)
(c)
Governing Law. This agreement and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of Nevada. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a federal or state court of subject matter jurisdiction in the State of Nevada. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party’s reasonable attorney’s fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.
Probe Manufacturing, Inc. (“SELLER”)
By:__________________________________
Xxxxxx Xxxxx,
President
___________________________ (“PURCHASER”)
By:_________________________
Probe Manufacturing, Inc.
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