SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT (the "Agreement") is made as of ____ ____, 20__, by and between ______________ (the “Seller”) and ____________ (the “Purchaser”).
WHEREAS, the Seller is a limited liability company organized and existing under the laws of the State of Delaware; and,
WHEREAS, the Seller owns Five Million (5,000,000) shares of the common stock, $0.001 par value per share (the “Common Stock”), of a corporation organized and existing under the laws of the State of Florida known as ______________________ (the “Company”); and,
WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, __________________ Thousand (________) shares of the Company's Common Stock owned by the Seller, on a fully diluted basis (the “Shares”);
NOW, THEREFORE, in consideration of the mutual promises herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties herby agree as follows:
1. Purchase And Sale Of Share. Subject to the terms and conditions of this Agreement, the Seller hereby covenants and agrees to sell, transfer, convey and/or assign to the Purchaser, and the Purchaser hereby covenants and agrees to purchase and accept from the Seller, the Shares (on a fully diluted basis) and any and all rights therein to which the Seller is entitled. The sale, transfer, conveyance and/or assignment of the Shares from the Seller to the Purchaser shall be evidenced by a stock certificate or certificates, duly endorsed in blank, or accompanied by a stock power or powers, duly executed in blank, or by such other instrument(s) of transfer in form and substance reasonably satisfactory to the Purchaser.
2. Purchase Price. The purchase price to be paid by the Purchaser to the Seller for the Shares shall be in an amount of ________________________ ($____________), which sum shall be delivered by the Purchaser to the Seller at the closing of the transaction subject of this Agreement (the “Closing”).
3. Closing. Subject to the terms and conditions herein set forth, the Closing shall take place at 11:00 a.m. EST on _____________, _____ ____, 20__, or at such other date and time as the parties may agree.
4. Representations And Warranties Of The Seller. As an inducement to the Purchaser to enter into this Agreement and to consummate the transaction subject hereof, the Seller hereby represents and warrants to the Purchaser as follows:
4.1. Authority. The Seller has the right, power, authority and capacity to execute and deliver this Agreement, to consummate the transaction subject hereof and to fulfill its obligations under this Agreement. This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with the terms hereof.
4.2. Ownership. The Seller is the sole record and beneficial owner of the Shares, free and clear of any liens, pledges, hypothecations, claims, security interests, charges, options, preferential arrangements or restrictions of any kind or nature whatsoever (the “Encumbrances”). Upon the execution and delivery of this Agreement, the Purchaser will receive good and marketable title to the Shares, free and clear of all Encumbrances, other than restrictions imposed by or pursuant to any applicable securities laws and/or regulations.
4.3. Valid Issuance. The Shares are duly authorized, validly issued, fully paid and non-assessable, and were not issued in violation of any preemptive or similar rights.
4.4. No Conflict. The execution, delivery or performance of this Agreement and the consummation of the transaction subject hereof does not conflict with, will not conflict with, or result in a termination, breach or violation of (i) any instrument, contract or agreement to which the Seller is a party or otherwise bound, or to which the Shares are subject; or, (ii) any federal, state, local or foreign law, ordinance, judgment, decree, order, statute, or regulation applicable to the Seller or the Shares.
4.5. No Consent. No consent, approval or authorization of any governmental authority or any other person or entity is required to enable the Seller to consummate the transaction subject of this Agreement.
5. Representations And Warranties Of the Purchaser: As an inducement to the Seller to enter into this Agreement and to consummate the transaction subject hereof, the Purchaser hereby represents and warrants to the Seller as follows:
5.1. Authority. The Purchaser has the right, power, authority and capacity to execute and deliver this Agreement, to consummate the transaction subject hereof and to fulfill his obligations under this Agreement. This Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof.
5.2. No Conflict. The execution, delivery or performance of this Agreement and the consummation of the transaction subject hereof does not conflict with, will not conflict with, or result in a termination, breach or violation of (i) any instrument, contract or agreement to which the Purchaser is a party or by which he is bound; or, (ii) any federal, state, local or foreign law, ordinance, judgment, decree, order, statute, or regulation applicable to the Purchaser.
5.3. No Consent. No consent, approval or authorization of any governmental authority or any other person or entity is required to enable the Purchaser to consummate the transaction subject of this Agreement.
5.3. Potential Loss Of Investment. The Purchaser understands that an investment in the Shares is a speculative investment which involves a high degree of risk and the potential loss of the entire sum tendered and/or to be tendered in exchange for the Shares.
5.4. Receipt Of Information. The Purchaser has received and had a full and fair opportunity to review all documents, records, books and other information he has requested pertaining to the Company, the Shares and the transaction subject of this Agreement.
5.5. Investment Experience. The Purchaser is a qualified or accredited investor, within the meaning of the federal securities laws. The Purchaser also is (i) experienced in making investments of the kind subject of this Agreement, (ii) able, by reason of his business and financial acumen and experience to protect his interests in connection with the transaction subject hereof, and, (iii) able to afford the loss of the entire sum tendered and/or to be tendered in exchange for the Shares.
5.6. Investment Purpose. The Purchaser is acquiring the Shares for his own account, as principal, not as a nominee or agent of any third-party, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization. No other person or entity has a direct or indirect beneficial interest in the Shares to be acquired. Nor does the Purchaser have any contract, agreement, undertaking or arrangement with any third-party to sell, transfer or grant to such third-party the Shares or any participatory right(s) therein.
6. Entire Agreement. This Agreement constitutes the entire agreement of the parties respecting the subject matter hereof. It is understood and agreed that neither this Agreement nor any of the terms herein set forth may be waived or modified in any manner other than by a writing duly executed by the parties hereto. Each of the parties hereto also expressly acknowledges that, in executing and delivering this Agreement, it or he, as the case may be, is not relying upon any warranties, representations, promises or statements, except to the extent the same are expressly set forth in this Agreement.
7. Assignment. Neither this Agreement nor the Shares may be assigned by the Purchaser to any third-party (except by operation of law) without the consent of the Seller.
8. Notices. All notices or other communications which are required or permitted hereunder shall be in writing and shall be sufficient if delivered personally, by electronic mail, by overnight courier or by registered or certified mail, postage pre-paid, return receipt requested, to the parties at their respective places of business (or, in the case of the Purchaser, his residence) or to such other address as the party to whom notice is to be given may have furnished to the other in writing. All such notices or communications shall be deemed to be received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of electronic mail, on the date sent, (c) in the case of overnight courier, on the next business day after the date when sent, and, (d) in the case of regular mail, on the second business day following the date on which the mailing containing such notice or communication was posted for delivery.
9. Governing Law; Venue. This Agreement shall be governed by the laws of the State of New York without giving effect to any choice of law or conflict of law provision or rule. Any action arising out of or relating to this Agreement shall be heard and determined in a state or federal court sitting in the State of New York, County of New York. Each of the parties to this Agreement irrevocably submits to the exclusive jurisdiction of the state and federal courts of the State of New York, County of New York, for the purpose of adjudicating any action or claim arising out of or relating to this Agreement.
10. Construction. The parties have participated jointly in the negotiations leading to the formation of this Agreement; each also has participated in the drafting of this Agreement. As such, in the event any ambiguity or question of intent or interpretation arises, there shall be no presumption or burden of proof favoring or disfavoring either of the parties hereto.
11. Counterparts. For the convenience of the parties, this Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed one and the same instrument. For the further convenience of the parties, faxed and/or electronic signatures likewise shall be treated as, and deemed to be, original signatures.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
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Managing Member, Duly Authorized