Exhibit 10.1 - Form of Common Stock Purchase Agreement


    
      

      

    

    
      Exhibit
        10.1

      


      


       

      


       

      


       

      


       

      


       

      


       

      Q
        COMM INTERNATIONAL, INC.

       

       

      


      COMMON
        STOCK PURCHASE AGREEMENT

      


      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


      


      


      


      


      


      


      



      
        
          
          

        

        
          
          

          
          

          
            

            

          

        

        
          
          

        

      


      TABLE
        OF CONTENTS

      

        
          	
                  SECTION
                    1

                	
                   

                
	
                  Sale
                    of Common Stock

                	
                  1

                
	
                  1.1 
Sale
                    of Shares.

                	
                  1

                
	
                  1.2 
Certificates
                    and Payment.

                	
                  1

                
	 	 
	
                  SECTION
                    2

                	
                   

                
	
                  Representations
                    and Warranties of the Company

                	
                  2

                
	
                  2.1 
Organization,
                    Good Standing and Qualification.

                	
                  2

                
	
                  2.2 
The
                    Shares.

                	
                  2

                
	
                  2.3 
Authorization
                    and Enforceability.

                	
                  2

                
	
                  2.4 
No
                    Brokers or Finders.

                	
                  2

                
	
                  2.5 
Disclosure.

                	
                  2

                
	 	 
	
                  SECTION
                    3

                	
                   

                
	
                  Representations
                    and Warranties of the Purchasers

                	
                  3

                
	
                  3.1 
No
                    Registration.

                	
                  3

                
	
                  3.2 
Investment
                    Intent.

                	
                  3

                
	
                  3.3 
Investment
                    Experience.

                	
                  3

                
	
                  3.4 
Speculative
                    Nature of Investment.

                	
                  3

                
	
                  3.5 
Access
                    to Data.

                	
                  3

                
	
                  3.6 
Accredited
                    Investor.

                	
                  3

                
	
                  3.7 
Residency
                    or Principal Place of Business.

                	
                  4

                
	
                  3.8 
Rule
                    144.

                	
                  4

                
	
                  3.9 
Authorization.

                	
                  4

                
	
                  3.10       
                     Brokers
                    or Finders.

                	
                  4

                
	
                  3.11       
                     Tax
                    Advisors.

                	
                  5

                
	
                  3.12        
                    Legends.

                	
                  5

                
	 	 
	
                  SECTION
                    4

                	
                   

                
	
                  Miscellaneous

                	
                  5

                
	
                  4.1 
Governing
                    Law; Jurisdiction.

                	
                  5

                
	
                  4.2 
Survival.

                	
                  5

                
	
                  4.3 
Successors
                    and Assigns.

                	
                  5

                
	
                  4.4 
Entire
                    Agreement; Amendment.

                	
                  6

                
	
                  4.5 
Notices,
                    etc.

                	
                  6

                
	
                  4.6 
Expenses.

                	
                  6

                
	
                  4.7 
Severability.

                	
                  6

                
	
                  4.8 
Counterparts.

                	
                  6

                
	
                  4.9 
Electronic
                    or Telecopy Execution and Delivery.

                	
                  6

                


        




      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Q
        COMM INTERNATIONAL, INC.

      


      COMMON
        STOCK PURCHASE AGREEMENT

       

      This
        Common Stock Purchase Agreement (the “Agreement”)
        is
        entered into as of December [__], 2006 (the “Effective
        Date”)
        by and
        among Q Comm International, Inc., a Utah corporation (the “Company”),
        and
        those persons or entities set forth in Schedule
        A
        hereto
        (the “Purchasers”).
        The
        Company and the Purchasers are herein referred to individually as “Party”
and
        collectively as the “Parties.”

       

      WHEREAS
        the Company desires to sell shares of its Common Stock (“Shares”)
        to the
        Purchasers, and the Purchasers desire to purchase the Shares, as more fully
        described herein and as set forth in Schedule
        A.

       

      WHEREAS
        the Purchasers desire to pay the Company for the Shares either in cash or
        through the cancellation of outstanding indebtedness of the Company to the
        Purchasers as evidenced by certain promissory notes, as more fully described
        herein and as set forth in Schedule
        A.

       

      NOW
        THEREFORE, in consideration of the mutual covenants, agreements, conditions,
        representations, and warranties contained in this Agreement, the Company
        and the
        Purchasers hereby agree as follows:

       

      SECTION
        1

       

      Sale
        of Common Stock

       

      1.1 
Sale
        of Shares.
        Subject
        to the terms and conditions of this Agreement, the Company hereby issues
        and
        sells to each of the Purchasers, and each of the Purchasers hereby purchases
        from the Company the number of Shares set forth opposite each such Purchaser’s
        name in Schedule
        A
        for a
        purchase price of Twelve Cents ($0.12) per Share, which purchase price shall
        be
        paid by each such Purchaser either in cash or through the cancellation of
        outstanding indebtedness of the Company to such Purchaser as evidenced by
        one or
        more promissory notes (in each instance, the “Indebtedness”),
        as
        the case may be, for an aggregate purchase price of Two Million One-Hundred
        Eight Thousand Seven Hundred Thirty Dollars ($2,108,730.00), all as more
        fully
        set forth in Schedule
        A.
        

       

      1.2 
Certificates
        and Payment.
        Upon
        execution of this Agreement, the Company shall deliver to each Purchaser
        a
        certificate representing the number of Shares purchased by such Purchaser
        hereunder against delivery to the Company by such Purchaser of (a) a check
        in
        the amount of the purchase price, payable to the Company’s order, or a wire
        transfer to the Company’s bank account per the Company’s instructions, and/or
        (b) the originally executed promissory note(s) representing the
        Indebtedness.

       


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      SECTION
        2

       

      Representations
        and Warranties of the Company

       

      The
        Company, as of the Effective Date, represents and warrants to the Purchasers
        as
        follows:

       

      2.1 
Organization,
        Good Standing and Qualification. The
        Company is a corporation duly organized, validly existing and in good standing
        under the laws of the State of Utah. The Company has the requisite corporate
        power and authority to own and operate its properties and assets, to carry
        on
        its business as presently conducted or proposed to be conducted, to execute
        and
        deliver this Agreement, to issue and sell the Shares and to perform its
        obligations pursuant to this Agreement and the Company’s Articles of
        Incorporation. The Company is presently qualified to do business as a foreign
        corporation in each jurisdiction where the failure to be so qualified could
        reasonably be expected to have a material adverse effect on the Company’s
        financial condition or business as now conducted or proposed to be
        conducted.

       

      2.2 
The
        Shares.
        The
        Shares, when issued and delivered and paid for in compliance with the provisions
        of this Agreement, will be validly issued, fully paid and non-assessable.
        The
        Shares will be free of any liens or encumbrances, other than any liens or
        encumbrances created by or imposed upon by the Purchasers; provided,
        however,
        that
        the Shares are subject to restrictions on transfer under U.S. state and/or
        federal securities laws and as set forth herein.

       

      2.3 
Authorization and
        Enforceability.
        All
        corporate action on the part of the Company and its directors, officers and
        stockholders necessary for the authorization, execution and delivery of this
        Agreement by the Company, the authorization, sale, issuance and delivery
        of the
        Shares, and the performance of all of the Company’s obligations under this
        Agreement has been taken. This Agreement, when executed and delivered by
        the
        Company, shall constitute valid and binding obligations of the Company,
        enforceable in accordance with their terms, except (i) as limited by laws
        of
        general application relating to bankruptcy, insolvency and the relief of
        debtors, and (ii) as limited by rules of law governing specific performance,
        injunctive relief, or other equitable remedies and by general principles
        of
        equity.

       

      2.4 
No
        Brokers or Finders.
        The
        Company has not incurred, and will not incur, directly or indirectly, as
        a
        result of any action taken by the Company, any liability for brokerage or
        finders’ fees or agents’ commissions or any similar charges in connection with
        this Agreement or any of the transactions contemplated hereby.

       

      2.5 
Disclosure.
        The
        Company has provided or made available to the Purchasers all of the information
        regarding the Company that the Purchasers have requested for deciding whether
        to
        purchase the Shares. To the Company’s knowledge, neither this Agreement nor any
        other documents delivered in connection herewith, when taken as a whole,
        contain
        any untrue statement of a material fact or omit to state a material fact
        necessary to make the statements contained herein or therein not misleading
        in
        light of the circumstances under which they were made. The Company does not
        represent or warrant that it will achieve any financial projections provided
        to
        the Purchasers.

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      SECTION
        3

       

      Representations
        and Warranties of the Purchasers

       

      Each
        of
        the Purchasers hereby represents and warrants to the Company as
        follows:

       

      3.1 
No
        Registration.
        The
        Purchaser understands that the Shares have not been registered under the
        Securities Act of 1933 (the “Securities
        Act”)
        by
        reason of a specific exemption from the registration provisions of the
        Securities Act, the availability of which depends upon, among other things,
        the
        bona fide nature of the investment intent and the accuracy of such Purchaser’s
        representations as expressed herein.

       

      3.2 
Investment
        Intent.
        The
        Purchaser is acquiring the Shares for investment for its own account, not
        as a
        nominee or agent, and not with the view to, or for resale in connection with,
        any distribution thereof, and the Purchaser has no present intention of selling,
        granting any participation in, or otherwise distributing the same. The Purchaser
        further represents that it does not have any contract, undertaking, agreement,
        or arrangement with any person or entity to sell, transfer, or grant
        participation to such person or entity or to any third person or entity with
        respect to any of the Shares.

       

      3.3 
Investment
        Experience.
        The
        Purchaser has substantial experience in evaluating and investing in private
        placement transactions of securities in companies similar to the Company
        and can
        protect its own interests in connection with such purchase. The Purchaser
        has
        such knowledge and experience in financial and business matters that the
        Purchaser is capable of evaluating the merits and risks of its investment
        in the
        Company.

       

      3.4 
Speculative
        Nature of Investment.
        The
        Purchaser understands and acknowledges that the Company has a limited financial
        and operating history and that an investment in the Company is highly
        speculative and involves substantial risks. The Purchaser can bear the economic
        risk of the Purchaser’s investment and is able, without impairing the
        Purchaser’s financial condition, to hold the Shares for an indefinite period of
        time and to suffer a complete loss of the Purchaser’s investment.

       

      3.5 
Access
        to Data.
        The
        Purchaser has had an opportunity to ask questions of, and receive answers
        from,
        the officers of the Company concerning this Agreement and the transaction
        contemplated hereby, as well as the Company’s business, management, and
        financial affairs, which questions were answered to its satisfaction. The
        Purchaser believes that it has received all the information that the Purchaser
        considers to be necessary or appropriate for deciding whether to purchase
        the
        Shares. The Purchaser has read the following documents that the Company has
        filed with the Securities and Exchange Commission (the “SEC”):
        (a)
        Form 10-K, filed on March 31, 2006; and, (b) Form 10-Q, filed on November
        13,
        2006.

       

      3.6 
Accredited
        Investor.
        The
        Purchaser is an “accredited investor” within the meaning of Regulation D, Rule
        501(a), promulgated by the SEC under the Securities Act and shall submit
        to the
        Company such further assurances of such status as may be reasonably requested
        by
        the Company.

       

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      3.7 
Residency
        or Principal Place of Business.
        The
        residency of the Purchaser (or, in the case of a partnership or corporation,
        such entity’s principal place of business) is correctly set forth on the
        signature page to this Agreement.

       

      3.8 
Rule
        144.
        The
        Purchaser acknowledges that the Shares must be held indefinitely unless
        subsequently registered under the Securities Act or an exemption from such
        registration is available. The Purchaser is aware of the provisions of Rule
        144
        promulgated under the Securities Act which permit limited resale of shares
        purchased in a private placement subject to the satisfaction of certain
        conditions, including among other things, the existence of a public market
        for
        the Shares, the availability of certain current public information about
        the
        Company, the resale occurring not less than one year after a party has purchased
        and paid for the security to be sold, the sale being effected through a
“broker’s transaction” or in transactions directly with a “market maker” and the
        number of Shares being sold during any three-month period not exceeding
        specified limitations. Although the current public information referred to
        above
        is now available, the Purchaser acknowledges and understands that, the Company
        may not be satisfying the current public information requirement of Rule
        144 at
        the time the Purchaser wishes to sell the Shares, and that, in such event,
        the
        Purchaser may be precluded from selling such securities under Rule 144, even
        if
        the other requirements of Rule 144 have been satisfied. The Purchaser
        acknowledges that, in the event all of the requirements of Rule 144 are not
        met,
        registration under the Securities Act or an exemption from registration will
        be
        required for any disposition of the Shares or the underlying Common Stock.
        The
        Purchaser understands that, although Rule 144 is not exclusive, the SEC has
        expressed its opinion that persons proposing to sell restricted securities
        received in a private offering other than in a registered offering or pursuant
        to Rule 144 will have a substantial burden of proof in establishing that
        an
        exemption from registration is available for such offers or sales and that
        such
        persons and the brokers who participate in the transactions do so at their
        own
        risk.

       

      3.9 
Authorization.

       

      (a) 
The
        Purchaser has all requisite power and authority to execute and deliver this
        Agreement, to purchase the Shares hereunder and to carry out and perform
        its
        obligations under the terms of this Agreement. All action on the part of
        the
        Purchaser necessary for the authorization, execution, delivery and performance
        of this Agreement, and the performance of all of the Purchaser’s obligations
        hereunder, has been taken or will be taken prior to the Closing.

       

      (b) 
This
        Agreement, when executed and delivered by the Purchaser, will constitute
        valid
        and legally binding obligations of the Purchaser, 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 or by general principles of equity.

       

      3.10    Brokers
        or Finders.
        The
        Purchaser has not engaged any brokers, finders or agents, and neither the
        Company nor any other Purchaser has, nor will, incur, directly or indirectly,
        as
        a result of any action taken by the Purchaser, any liability for brokerage
        or
        finders’ fees or agents’ commissions or any similar charges in connection with
        this Agreement.

       

       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      3.11    Tax
        Advisors.
        The
        Purchaser has reviewed with its own tax advisors the U.S. federal, state,
        local
        and foreign tax consequences of this investment and the transactions
        contemplated by this Agreement. With respect to such matters, the Purchaser
        relies solely on such advisors and not on any statements or representations
        of
        the Company or any of its agents, written or oral. The Purchaser understands
        that it (and not the Company) shall be responsible for its own tax liability
        that may arise as a result of this investment or the transactions contemplated
        by this Agreement.

       

      3.12    Legends.
        The
        Purchaser understands and agrees that the certificates evidencing the Shares,
        or
        any other securities issued in respect of the Shares upon any stock split,
        stock
        dividend, recapitalization, merger, consolidation or similar event, shall
        bear
        the following legend (in addition to any legend required by applicable state
        securities laws):

       

      “THE
        SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE,
        AND MAY
        NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
        REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS
        THE
        COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY
        SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT
        REQUIRED.”

       

      SECTION
        4

       

      Miscellaneous

       

      4.1 
Governing
        Law; Jurisdiction.
        The
        validity, performance and enforcement of this Agreement shall be governed
        by the
        law of the State of Utah, without regard to the choice of law rules thereof.
        To
        the extent permitted by law, each of the Parties hereto hereby irrevocably
        submits to the jurisdiction of the United States District Court for the District
        of Utah or in any court of the State of Utah sitting in Salt Lake or Utah
        Counties, over any suit, action or other proceeding brought by any party
        arising
        out of or relating to this Agreement and the transactions contemplated hereby,
        and each of the Parties hereto irrevocably agrees that all claims with respect
        to any such suit, action or other proceeding shall be heard and determined
        in
        such courts.

       

      4.2 
Survival.
        The
        representations, warranties, covenants and agreements made herein shall survive
        any investigation made by any Purchaser.

       

      4.3 
Successors
        and Assigns.
        Except
        as otherwise provided herein, the provisions hereof shall inure to the benefit
        of, and be binding upon, the successors, assigns, heirs, executors and
        administrators of the Parties hereto, provided,
        however,
        that
        the rights of the Purchasers to purchase the Shares shall not be assignable
        without the prior written consent of the Company.

       

       


      
        
          
          

        

        
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      4.4 
Entire
        Agreement; Amendment.
        This
        Agreement, together with Schedule
        A
        to this
        Agreement (which shall be deemed to be part of this Agreement), constitutes
        the
        entire agreement between the Parties with regard to the subject matter hereof,
        and no Party shall be liable or bound to any other Party with respect to
        the
        subject matter hereof in any manner by any warranties, representations,
        agreements or covenants, whether written or oral, except as specifically
        set
        forth herein. Except as expressly provided, no term hereof may be amended,
        waived, discharged or terminated other than by a written instrument signed
        by
        the Company and the Purchasers. 

       

      4.5 
Notices,
        etc.
        All
        notices and other communications required or permitted hereunder shall be
        in
        writing and shall be sent by email, facsimile or mailed by registered or
        certified mail, postage prepaid, or otherwise delivered by hand or by messenger,
        addressed (a) if to the Purchasers, at the Purchasers’ postal or email addresses
        or facsimile numbers set forth in the records of the Company, or at such
        other
        postal or email address as the Purchasers shall have furnished to the Company
        in
        writing, or (b) if to any other holder of any Shares, at such postal or email
        address or facsimile number as such holder shall have furnished the Company
        in
        writing, or, until any such holder so furnishes a postal or email address
        or
        facsimile number to the Company, then to and at the postal or email address
        or
        facsimile number of the last holder of such Shares who has so furnished an
        address to the Company, or (c) if to the Company, at its principal executive
        office and addressed to the attention of the Corporate Secretary, or at such
        other postal or email address or facsimile number as the Company shall have
        furnished to the Purchasers. Each such notice or other communication shall
        for
        all purposes of this Agreement be treated as effective or having been given
        when
        delivered if delivered personally, or, if sent by email or facsimile upon
        confirmation of the transmission, or, if sent by mail, at the earlier of
        its
        receipt or five days after the same has been deposited in a regularly maintained
        receptacle for the deposit of the United States mail, addressed and mailed
        as
        aforesaid.

       

      4.6 
Expenses.
        Each
        Party shall bear its own expenses incurred on its behalf with respect to
        this
        Agreement and the transactions contemplated hereby.

       

      4.7 
Severability.
        In the
        event that any provision of this Agreement becomes or is declared by a court
        of
        competent jurisdiction to be illegal, unenforceable or void, this Agreement
        shall continue in full force and effect without such provision; provided
        that no
        such severability shall be effective if it materially changes the economic
        benefit of this Agreement to any Party.

       

      4.8 
Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        enforceable against the Parties actually executing such counterparts, and
        all of
        which together shall constitute one instrument.

       

      4.9 
Electronic
        or Telecopy Execution and Delivery.
        An
        electronic version or a facsimile, telecopy or other reproduction of this
        Agreement may be executed by one or more Parties hereto, and an executed
        copy of
        this Agreement may be delivered by one or more Parties hereto by email,
        facsimile or electronic transmission pursuant to which the signature of or
        on
        behalf of such Party is evident, and such execution and delivery shall be
        considered valid, binding and effective for all purposes. At the request
        of any
        Party hereto, all Parties hereto agree to execute an original of this Agreement
        as well as any electronic, facsimile, telecopy or other reproduction
        hereof.

       


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the Parties have executed this Common Stock Purchase Agreement
        as of the Effective Date.

      


      


      THE
        COMPANY:

      


      Q
        COMM
        INTERNATIONAL, INC.

      


      


      By:
        ____________________________________

      Name:
        Michael D. Keough

      Title:
        Chief Executive Officer and President

      


      


      


      THE
        PURCHASERS:

      


      
        	
                [____]

                 

                 

                By:
                  ________________________________

                Name:
                  [____]

                Title:
                  [____]

                 

                 

              	
                [____]

                 

                 

                By:
                  ________________________________

                Name:
                  [____]

                Title:
                  [____]

                 

                 

              
	
                [____]

                 

                 

                By:
                  ________________________________

                Name:
                  [____]

                Title:
                  [____]

              	 


      

      


      


      


      


      



      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      


      Schedule
        A

      


      Purchase
        Price and Shares

      


      


      
        	
                 

                Name
                  of the

                Purchaser:
                  

              	
                 

                Cash
                  Paid by

                the
                  Purchaser:

              	
                Indebtedness

                Cancelled
                  by the

                Purchaser:

              	
                Aggregate

                Consideration
                  Paid by

                the
                  Purchaser:

              	
                 

                Number

                of
                  Shares:

              
	
                 

                 

                [____]

                 

              	
                 

                 

                $[____]

              	
                 

                 

                $[____]1

              	
                 

                 

                $[____]

              	
                 

                 

                [____]

              
	
                 

                [____]

                 

              	
                 

                $[____]

              	
                 

                $[____]2

              	
                 

                $[____]

              	
                 

                [____]

              
	
                 

                [____]

                 

              	
                 

                $[____]

              	
                 

                $[____]3

              	
                 

                $[____]

              	
                 

                [____]

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      _____________________________

       

      1
        Pursuant to [____].

       

      2
        Pursuant
        to [____].

       

      3 Pursuant
        to [____].