0001144204-06-041357 Sample Contracts

PURCHASE AGREEMENT
Purchase Agreement • October 6th, 2006 • Emerge Capital Corp. • Real estate • Texas

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of September 30, 2006, by and among Emerge Capital Corp., a Delaware corporation (the “Purchaser”), Kipling Holdings, Inc., a Delaware corporation (the “Company”) and Timothy J. Connolly, an individual and the holder of one hundred percent (100%) of the capital stock of the Company (the “Selling Shareholder”).

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FIRST AMENDMENT TO PURCHASE AGREEMENT
Purchase Agreement • October 6th, 2006 • Emerge Capital Corp. • Real estate • Texas

This First Amendment (this “Amendment”) to that certain Purchase Agreement (the “Original Agreement”), dated as of September 30, 2006, by and among Emerge Capital Corp., a Delaware Corporation (the “Purchaser”), Kipling Holdings, Inc., a Delaware corporation (the “Company”) and Timothy J. Connolly, an individual and the holder of one hundred percent (100%) of the capital stock of the Company (the “Selling Shareholder”, and together with The Purchaser and the Company, the “Parties”) is dated and made effective as of October 5, 2006.

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