Common use of Restricted Stock Purchase Clause in Contracts

Restricted Stock Purchase. (a) Contemporaneously with the execution of this Agreement, the Company will issue and sell to Recipient ___________ shares of Common Stock, par value $0.001 per share, of the Company (the "Stock") for a consideration of $___________ per share (the "Purchase Price"). Payment for the Stock in the amount of the Purchase Price multiplied by the number of shares issued hereunder shall be made to the Company upon execution of this Agreement. Such payment shall be made in cash, by check or wire transfer payable to the Company, by execution of a promissory note substantially in the form attached hereto as Exhibit A (the "Note"), or any combination of the foregoing. Stock certificates evidencing the Stock will be retained by the Company, accompanied by blank stock powers executed by Recipient, for the period during which the Stock constitutes Restricted Stock (as defined below) pursuant to the terms of Sections 2 and 3 hereof. (b) All shares of Stock issued hereunder shall be deemed issued to Recipient as fully paid and nonassessable shares, and Recipient shall have all rights of a stockholder with respect thereto, including the right to vote, receive dividends (including stock dividends), participate in stock splits or other recapitalizations, and exchange such shares in a merger, consolidation or other reorganization. The term "Stock," in addition to the shares purchased pursuant to this Agreement, also refers to all securities received in replacement of the Stock, as a stock dividend or as a result of any stock split, recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Recipient is entitled by reason of Recipient's ownership of the Stock.

Restricted Stock Purchase. (a) Contemporaneously with the execution of this Agreement, the Company will issue and sell to Recipient ___________ 30,389,809 shares of Common Stock, par value $0.001 per share, of the Company (the "Stock") for a consideration of $___________ 0.60 per share (the "Purchase Price"). Payment for the Stock in the amount of the Purchase Price multiplied by the number of shares issued hereunder shall be made to the Company upon execution of this Agreement. Such payment Payment for 5,054,965 shares shall be made in cash, by check or wire transfer payable to the Company, and payment for the remaining 25,334,844 shares shall be made by execution of a promissory note substantially in the form attached hereto as Exhibit A (the --------- "Note"), or any combination of the foregoing. Stock certificates evidencing the Restricted Stock (as defined below) will be retained by the Company, accompanied by blank stock powers executed by Recipient, for the period during which the Stock constitutes Restricted Stock (as defined below) pursuant to the terms of Sections 2 and 3 hereof. (b) All shares of Stock issued hereunder shall be deemed issued to Recipient as fully paid and nonassessable shares, and Recipient shall have all rights of a stockholder with respect thereto, including the right to vote, receive dividends (including stock dividends), participate in stock splits or other recapitalizations, and exchange such shares in a merger, consolidation or other reorganization. The term "Stock," in addition to the shares purchased pursuant to this Agreement, also refers to all securities received in replacement of the Stock, as a stock dividend or as a result of any stock split, recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Recipient is entitled by reason of Recipient's ownership of the Stock.

Restricted Stock Purchase. (a) Contemporaneously with the execution of this Agreement, the Company will issue and sell to Recipient ___________ shares of Common Stock, par value $0.001 per share, of the Company (the "Stock") for a consideration of $___________ per share (the "Purchase Price"). Payment for the Stock in the amount of the Purchase Price multiplied by the number of shares issued hereunder shall be made to the Company upon execution of this Agreement. Such payment shall be made in cash, by check or wire transfer payable to the Company, by execution of a promissory note substantially in the form attached hereto as Exhibit A (the "Note"), or any combination of the foregoing. Stock certificates evidencing the Stock will be retained by the Company, accompanied by blank stock powers executed by Recipient, for the period during which the Stock constitutes Restricted Stock (as defined below) pursuant to the terms of Sections 2 2, 3 and 3 4 hereof. (b) All shares of Stock issued hereunder shall be deemed issued to Recipient as fully paid and nonassessable shares, and Recipient shall have all rights of a stockholder with respect thereto, including the right to vote, receive dividends (including stock dividends), participate in stock splits or other recapitalizations, and exchange such shares in a merger, consolidation or other reorganization. The term "Stock," in addition to the shares purchased pursuant to this Agreement, also refers to all securities received in replacement of the Stock, as a stock dividend or as a result of any stock split, recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Recipient is entitled by reason of Recipient's ownership of the Stock.

Restricted Stock Purchase. (a) Contemporaneously with the execution of this Agreement, the Company will issue and sell to Recipient ___________ three hundred thousand (300,000) shares of Common Stock, $0.001 par value $0.001 per share, of the Company (the "Stock") for a consideration of $___________ 0.001 per share ("Purchase Price Per Share") for a total purchase price of Three Hundred Dollars ($300) (the "Total Purchase Price"). Payment for the Stock in the amount of the Total Purchase Price multiplied by the number of shares issued hereunder shall be made to the Company upon execution of this Agreement. Such payment shall be made in cash, by check or wire transfer payable to the Company, by execution form of a promissory note substantially in the form attached hereto as Exhibit A (the "Note"), or any combination of the foregoingcheck. The Stock certificates certificate(s) evidencing the Stock will be retained by the Company, accompanied by (i) blank stock powers executed by Recipient and Recipient's spouse, if any, and (ii) a consent of spouse, for the period during which the Stock constitutes Restricted Stock (as defined below) pursuant to the terms of Sections 2 3 and 3 4 hereof. (b) All shares of Stock issued hereunder shall be deemed issued to Recipient as fully paid and nonassessable shares, and Recipient shall have all rights of a stockholder with respect thereto, including the right to vote, receive dividends (including stock dividends), participate in stock splits or other recapitalizations, and exchange such shares in a merger, consolidation or other reorganization. The term "Stock," in addition to the shares purchased pursuant to this Agreement, also refers to all securities received in replacement of the Stock, as a stock dividend or as a result of any stock split, recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Recipient is entitled by reason of Recipient's ownership of the Stock.

Restricted Stock Purchase. (a) Contemporaneously with the Within 30 days after execution of this Agreement, the Company will issue and sell to Recipient ___________ ten thousand (10,000) shares of Common Stock, $0.001 par value $0.001 per share, of the Company (the "Stock") for a consideration of $___________ 0.001 per share ("Purchase Price Per Share") for a total purchase price of Ten Dollars ($10) (the "Total Purchase Price"). Payment for the Stock in the amount of the Total Purchase Price multiplied by the number of shares issued hereunder shall be made to the Company upon execution of this Agreement. Such payment shall be made in cash, by check or wire transfer payable to the Company, by execution form of a promissory note substantially in the form attached hereto as Exhibit A (the "Note"), or any combination of the foregoingcheck. The Stock certificates certificate(s) evidencing the Stock will be retained by the Company, accompanied by (i) blank stock powers executed by Recipient and Recipient's spouse, if any, and (ii) a consent of spouse (if any), for the period during which the Stock constitutes Restricted Stock (as defined below) pursuant to the terms of Sections 2 and 3 hereof. (b) All shares of Stock issued hereunder shall be deemed issued to Recipient as fully paid and nonassessable shares, and Recipient shall have all rights of a stockholder with respect thereto, including the right to vote, receive dividends (including stock dividends), participate in stock splits or other recapitalizations, and exchange such shares in a merger, consolidation or other reorganization. The term "Stock," in addition to the shares purchased pursuant to this Agreement, also refers to all securities received in replacement of the Stock, as a stock dividend or as a result of any stock split, recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Recipient is entitled by reason of Recipient's ownership of the Stock.

Restricted Stock Purchase. (a) Contemporaneously with the execution of this Agreement, the The Company will issue and sell to Recipient ___________ fifty thousand (50,000) shares of Common Stock, $0.001 par value $0.001 per share, of the Company (the "Stock") for a consideration of $___________ 0.001 per share ("Purchase Price Per Share") for a total purchase price of Fifty Dollars ($50) (the "Total Purchase Price")) within 30 days after the Company's filing of a Registration Statement on Form S-8 with the Securities and Exchange Commission registering the offer and sale of the Stock. The Company shall use its commercially reasonable efforts to file such Registration Statement within 30 days after the date of this Agreement. Payment for the Stock in the amount of the Total Purchase Price multiplied by the number of shares issued hereunder shall be made to the Company upon execution of this Agreement. Such payment shall be made in cash, by check or wire transfer payable to the Company, by execution form of a promissory note substantially in the form attached hereto as Exhibit A (the "Note"), or any combination of the foregoingcheck. The Stock certificates certificate(s) evidencing the Stock will be retained by the Company, accompanied by (i) blank stock powers executed by Recipient and Recipient's spouse, if any, and (ii) a consent of spouse (if any), for the period during which the Stock constitutes Restricted Stock (as defined below) pursuant to the terms of Sections 2 and 3 hereof. (b) All shares of Stock issued hereunder shall be deemed issued to Recipient as fully paid and nonassessable shares, and Recipient shall have all rights of a stockholder with respect thereto, including the right to vote, receive dividends (including stock dividends), participate in stock splits or other recapitalizations, and exchange such shares in a merger, consolidation or other reorganization. The term "Stock," in addition to the shares purchased pursuant to this Agreement, also refers to all securities received in replacement of the Stock, as a stock dividend or as a result of any stock split, recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Recipient is entitled by reason of Recipient's ownership of the Stock.

Restricted Stock Purchase. (a) Contemporaneously with the execution of this Agreement, the Company will issue and sell to Recipient ___________ 104,000,000 shares of Common Stock, with a par value of $0.001 0.0001 per share, of the Company (the "“Stock"”) for a consideration of $___________ 0.0001 per share (the "“Purchase Price"”). Payment for the Stock in the amount of the Purchase Price multiplied by the number of shares issued hereunder shall be made to the Company upon execution of this Agreement. Such payment shall be made in the form of a combination of cash, by check or wire transfer payable to the Company, by execution of a promissory note substantially in the form attached hereto as Exhibit A (the "Note"), or any combination of the foregoingimmediately available funds. Stock certificates evidencing the Stock will be retained by the Company, accompanied by blank stock powers executed by Recipient, for the period during which the Stock constitutes Restricted Stock (as defined below) pursuant to the terms of Sections 2 2, 3 and 3 4 hereof. (b) All shares of Stock issued hereunder shall be deemed issued to Recipient as fully paid and nonassessable shares, and Recipient shall have all rights of a stockholder with respect thereto, including the right to vote, receive dividends (including stock dividends), participate in stock splits or other recapitalizations, and exchange such shares in a merger, consolidation or other reorganization. The term "“Stock," ” in addition to the shares purchased pursuant to this Agreement, also refers to all securities received in replacement of the Stock, as a stock dividend or as a result of any stock split, recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Recipient is entitled by reason of Recipient's ’s ownership of the Stock.