STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the _____ day of
December, 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, 2,500,000 SHARES OF THE COMMON STOCK OF AVRS, REFERRED TO
AS THE "SHARES".
THIS AGREEMENT DOES NOT APPLY TO, AND NO REFERRAL FEE SHALL BE
OWED IN CONNECTION WITH ANY PROPOSED CONSULTANT AGREEMENTS.
B.
PURCHASE PRICE.
THE PURCHASE PRICE FOR THE SHARES IS $.08
PER SHARE, OR $200,000.
C.
INSTALLMENT PAYMENTS.
THE PURCHASE PRICE FOR THE SHARES
WILL BE PAID IN INSTALLMENTS ON OR BEFORE THE DATES REPRESENTED BELOW AS
FOLLOWS:
NUMBER OF SHARES
PAYMENT AMOUNT
DUE DATE
625,000
$50,000
JANUARY 7, 2011
625,000
50,000
FEBRUARY 4, 2011
1,250,000
100,000
MARCH 4, 2011
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 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.
THESE SHARES MAY NOT BE RESOLD OR TRANSFERRED
UNLESS THE SHARES ARE REGISTERED PURSUANT TO THE ACT AND QUALIFIED PURSUANT TO
THE APPLICABLE STATE STATUTES, 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 AND WARRANTS TO AVRS THAT:
A.
DUE AUTHORIZATION.
THE PURCHASER HAS THE