STOCK PURCHASE AGREEMENT
Exhibit 10.1
THIS
STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the _____ day of March,
2010, by and between Advanced Voice Recognition Systems, Inc., a Nevada
corporation (“AVRS”) and _______ (the “Purchaser”). Advanced Voice
Recognition Systems, Inc. and the Purchaser are collectively referred to as the
“Parties.”
In
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
1. Purchase and Sale of the
Shares.
a. Purchase and
Sale. Subject to the terms and conditions of this Agreement,
the Purchaser agrees to purchase from AVRS, and AVRS agrees to sell to the
Purchaser, 5,000,000 shares of the common stock of AVRS, referred to as the
“Shares”.
b. Purchase
Price. The purchase price for the Shares is $.05 per share, or
$250,000.
c. Installment
Payments. The purchase price for the Shares will be paid in
installments on or before the due dates listed as follows:
|
Number of Shares
|
Payment Amount
|
Due Date
|
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| 500,000 | $25,000 |
March
12, 2010
|
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| 500,000 | 25,000 |
March
16, 2010
|
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| 1,000,000 | 50,000 |
April
15, 2010
|
|||||
| 1,000,000 | 50,000 |
May
14, 2010
|
|||||
| 2,000,000 | 100,000 |
June
15, 2010
|
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d. Certificates for the
Shares. Promptly after receipt of each installment payment,
AVRS shall instruct its transfer agent to prepare stock certificates for the
number of shares purchased in the installment for delivery to the Purchaser at
the Purchaser’s address set forth on the signature page to this
Agreement. Each certificate shall have a legend substantially as
follows: THE OFFERED SHARES ARE RESTRICTED SECURITIES PURSUANT TO THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND SUBJECT TO CERTAIN
IMPORTANT LIMITATIONS ON THEIR RESALE OR OTHER TRANSFER. PURCHASERS
WILL NOT BE ABLE TO RESELL OR TRANSFER THE OFFERED SHARES UNLESS THE OFFERED
SHARES ARE REGISTERED PURSUANT TO THE ACT AND QUALIFIED PURSUANT TO THE
APPLICABLE STATE STATUTES (OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION AND
QUALIFICATION IS DEMONSTRATED TO THE SATISFACTION OF THE COMPANY).
2. Representations and
Warranties of AVRS. AVRS represents and warrants to the
Purchaser as follows:
a. Due Incorporation and Good
Standing. AVRS is a corporation duly organized, validly
existing and in good standing under the laws of the state of
Nevada.
b. Due
Authorization. All corporate action on the part of AVRS
necessary for the authorization, execution and delivery of the Agreement and the
performance of the obligations of AVRS hereunder, and the authorization,
issuance, sale and delivery of the Shares has been taken, and this Agreement
constitutes a valid and legally binding obligation of AVRS, enforceable in
accordance with its terms, except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, and (ii) as limited by
laws relating to the availability of specific performance, injunctive relief, or
other equitable remedies.
3. Representations and
Warranties of the Purchaser. The Purchaser represents and
warrants to AVRS that:
a. Due
Authorization. The Purchaser has the legal capacity and
authority to enter into this Agreement. All actions on the
Purchaser’s part necessary for the authorization, execution and delivery of this
Agreement and the performance of the obligations of the Purchaser hereunder in
the purchase of the Shares has been taken, and this Agreement constitutes a
valid and legal binding obligation of the Purchaser enforceable in accordance
with its terms, except (i) as limited by applicable bankruptcy, reorganization,
moratorium and other laws of general application affecting enforcement of
creditors’ rights generally, and (ii) as limited by laws relating to the
availability of specific performance, injunctive relief, or other equitable
remedies.
b. Purchase Entirely for the
Purchaser’s Own Account. The Purchaser is purchasing the
Shares in the ordinary course of business for investment purposes only for the
Purchaser’s own account, not as a nominee or agent, and not with a view to the
resale or distribution of any part thereof, and the Purchaser has no present
intention of selling, granting any participation in, or otherwise distributing
the Shares.
c. Information. The
Purchaser acknowledges review of reports filed by AVRS with the U.S. Securities
and Exchange Commission, and that AVRS has provided the Purchaser with no
indication of any value of the Shares or of AVRS. There have been no
representations, warranties or promises made to Purchaser by AVRS or any
representative of AVRS that the Shares will appreciate in value, or that there
will be any market for the resale of the Shares by the Purchaser. The
Purchaser understands that the Shares are extremely speculative and subject to a
high degree of risk of loss of the Purchaser’s investment. The Purchaser and the
Purchaser’s advisors, if any, have conducted their own investigation with
respect to AVRS and the Shares, and have not relied upon any representation of
AVRS in making the decision to invest in the Shares (other than those
representations set forth in Section 2 of this Agreement). The
Purchaser has had an opportunity to discuss the terms and conditions of the
investment in the Shares with management of AVRS and to obtain any additional
information regarding the investment or AVRS that it has requested of
management.
d. Investment
Experience. The Purchaser is an investor in speculative
securities with companies that have no revenue or profits and lack liquidity and
capital resources and has such knowledge, sophistication and experience in
business and financial matters as to be capable of evaluating the risks of the
investment in the Shares. The Purchaser confirms that she is able to
bear the economic risk of an investment in the Shares and is able to afford a
complete loss of such investment.
e. Accredited Investor
Status. The Purchaser is an “accredited investor” as that term
is defined in Regulation D promulgated under the Securities Act of 1933, as
amended.
f. Restricted
Securities. The Purchaser understands that the Shares being
purchased are characterized as “restricted securities” under the U.S. securities
laws and that the Shares may be resold without registration only in certain
limited circumstances, and that the Shares when issued to the Purchaser will
bear the restricted legend restricting transfer. The Purchaser is
experienced in purchasing securities that are not readily
transferable.
4. Miscellaneous.
a. Survival. The
warranties, representations and covenants of the Purchaser and AVRS contained in
this Agreement shall survive the execution of this Agreement and the purchase
and sale of the Shares.
b. Counterparts. This
Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party;
provided that a facsimile signature shall be considered due execution and shall
be binding upon the signatory thereto with the same force and effect as if the
signature were an original, and not a facsimile signature.
c. Headings. The
headings of this Agreement are for convenience of reference and shall not form
part of, or affect the interpretation of, the Agreement.
IN
WITNESS WHEREOF, AVRS and the Purchaser have executed this Agreement as of the
date first written above.
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AVRS:
a Nevada corporation
By:
_____________________
Name: Xxxxxx
Xxxxxxxxxx
Title: President,
CEO and CFO
Address:
0000
X. Xxxx Xxxxx
Xxxxxxxxxx,
Xxxxxxx 00000
Facsimile: (000)
000-0000
PURCHASER:
Address:
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