STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the _____ day of
May, 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 $.08
PER SHARE, OR $400,000.
C.
INSTALLMENT PAYMENTS.
THE PURCHASE PRICE FOR THE SHARES
WILL BE PAID IN INSTALLMENTS ON OR BEFORE THE DATES LISTED BELOW AS FOLLOWS:
NUMBER OF SHARES
PAYMENT AMOUNT
DUE DATE
125,000
$10,000
MAY 5, 2010
187,500
15,000
JUNE 15, 2010
187,500
15,000
JULY 15, 2010
250,000
20,000
AUGUST 15, 2010
500,000
40,000
SEPTEMBER 15, 2010
1,875,000
150,000
OCTOBER 15, 2010
1,875,000
150,000
NOVEMBER 15, 2010
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