THIS STOCK SALE AND PURCHASE AGREEMENT (hereinafter “the Agreement”) is
made and entered into on this ………………day of …….……………. Two Thousand and


1. [Investor Name], of {address} ………….………. He/she shall hereinafter be referred to as
(the “BUYER”) of the first part;


2. [Your Name], of {address} ………………………… hereinafter referred to as (the SELLER”)
of the second part.
1. The seller owns _________________ shares (the “Shares”) of common stock of
[Company Name], a Florida corporation (the “Company”).
2. The seller desires to sell to Buyer, and Buyer desires to purchase from Seller,
_________________ shares of the Company’s common stock upon the terms and
conditions set forth in this Agreement.
IN CONSIDERATION OF and as a condition of the parties entering into this Agreement and
other valuable consideration, the premises, mutual promises, covenants and agreements
hereafter set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Buyer, intending to be legally
bound, do hereby agree as follows:
I. Except as otherwise provided in this Agreement, all monetary amounts referred to in this
Agreement are in USD $ (US Dollars).
II. The Buyer shall purchase from Seller, and Seller shall sell to Buyer,
_________________[$0.00] shares of common stock (the “Shares”) of the Company
registered in the name of Seller for the consideration specified in III and upon the terms
and conditions set forth in this Agreement.
III. The purchase price for the Shares (the “Purchase Price”) is _________________ [$0.00].
The Purchase Price shall be paid to the Seller at the closing of this Agreement.
IV. The Seller is desirous of selling _________________percentage shares of company stock
for investment of seed funding and the Buyer is desirous of purchasing.

V. The closing shall occur on_________________, or such other date as the parties hereto
may agree to (the “Closing Date”). On the Closing Date, Buyer shall deliver payment in
the amount of the Purchase Price in full to Seller, and Seller will deliver to the Buyer duly
executed transfer of the Shares.

VI. All payments will be in the form of certified check, wire transfer, or bank draft of
immediately available funds. In the case of a direct wire transfer the Seller will give
notice to the Buyer of the bank account particulars at least 5 business days prior to the
Closing Date.
VII. All payments must be deposited and transferred and confirmed within 72 hours of this
Agreement otherwise the Agreement will be void.

The Seller warrants and represents, and covenants with the Buyer as follows:
I. The Seller has all requisite power, authority and capacity to enter into this
Agreement. The execution, delivery and performance of this Agreement by Seller does
not, and the consummation of the transaction contemplated hereby will not, result in
a breach of or default under any agreement to which Seller is a party or by which
Seller is bound.
II. This Agreement has been duly and validly executed and delivered by the Seller and
constitutes the Seller’s valid and binding agreement, enforceable against the Seller in
accordance with and subject to its terms.
III. The Seller is the lawful, record and beneficial owner of all of the Shares, free and
clear of any liens, claims, agreements, charges, security interests and encumbrances
whatsoever. The sale, conveyance, assignment, and transfer of the Shares in
accordance with the terms of this Agreement transfers to Buyer legal and valid title to
the Shares, free and clear of all liens, security interests, hypothecations or pledges.
The Buyer warrants and represents to the Seller as follows:
I. The Buyer has all requisite power, authority and capacity to enter into this
Agreement. The execution, delivery and performance of this Agreement by Buyer does
not, and the consummation of the transaction contemplated hereby will not, result in
a breach of or default under any agreement to which Buyer is a party or by which
Buyer is bound.

II. The Buyer is not bound by any agreement that would prevent any transactions
connected with this Agreement.
III. There is no legal action or suit pending against any party, to the knowledge of the
Buyer, that would materially affect this Agreement.
IV. The Buyer is acquiring the Shares for Buyer’s own account and is not acquiring the
Shares with a view to or for sale in connection with any distribution thereof within the
meaning of the Securities Act of 1933, as amended.
I. Any dividends earned by the Shares and payable before the Closing of this Agreement
will belong to the Seller, and any dividends earned by the Shares and payable after the
Closing will belong to the Buyer.
I. The Purchaser and Seller agree to indemnify and hold harmless the other from any
claim, damage, liability, loss, expense, arising out their failure to perform the
obligations set forth in this agreement.
I. The terms of this Agreement shall be governed by and construed in accordance with
the laws of the State of Florida, not including its conflicts of law provisions.

I. Any dispute arising out of or related to this Agreement that the Buyer and Seller are
unable to resolve by themselves shall be settled by mediation in the State of Florida in
accordance with the rules of the American Arbitration Association.
II. This Agreement constitutes the entire understanding and agreement of the parties
relating to the subject matter hereof and supersedes any and all prior understandings,
agreements, negotiations and discussions, both written and oral, between the parties
hereto with respect to the subject matter hereof.
III. This Agreement may be executed in any number of counterparts and by the several
parties hereto in separate counterparts, each of which shall be deemed to be an
original, and all of which together shall constitute one and the same Agreement.

IV. This Agreement shall be binding upon and inure to the benefit of the Purchaser and
Seller and their respective legal representatives, heirs, administrators, executors,
successors and permitted assigns.

V. Each of the parties hereto shall from time to time at the request of any other party
hereto, and without further consideration, execute and deliver to such other party
such further instruments of assignment, transfer, conveyance and confirmation and
take such other action as such other party may reasonably request in order to more
effectively fulfill the purposes of this Agreement.
VI. This Agreement may be amended or modified only by a written agreement signed by
both parties.
VII. All of the rights, remedies and benefits provided by this Agreement will be cumulative
and will not be exclusive of any other such rights, remedies and benefits allowed by
IN WITNESS, whereof the parties hereto have executed this Agreement the day and
year hereinabove written.

SIGNED by the parties:



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