SHARE PURCHASE AGREEMENT
This Agreement made as of the 16th Day of June, 2014 (“Agreement”), by and between XXXXXXX XXXXXX, with an address at 00 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, XX 00000, ("Seller"), and XXXXXX XXXXXXXXXX, with an address at 000 X Xxxxxxxx Xxxx, Xxxxxxx, XX 00000, and/or his assigns ("Purchaser").
WHEREAS, Seller is the record owner and holder of 10,000,000 Common Shares, par value $.0001 per share (the “Shares”), or 100% of the issued and outstanding shares of ALPINE 4 Inc., a fully-reporting public shell company, registered as a Delaware corporation ("Corporation”), which Corporation has 10,000,000 shares of common stock, issued and outstanding as of the date of this Agreement; and
WHEREAS, Purchaser desires to purchase the 10,000,000 Shares from Seller, and which
constitutes 100% of the Corporation’s issued and outstanding shares as of the date of this Agreement, and Seller desires to sell such Shares upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained in this Agreement, and in order to consummate the purchase and sale of
the Corporation’s Shares, it is hereby agreed, as follows:
(i) Corporation is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to carry on the business it is now being conducted. Corporation and/or Seller do not require any consent and/or authorization, declaration or filing with any government or regulatory authority to undertake any actions herein;
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(ii)Corporation has filed with the United States Securities and Exchange Commission (“SEC”) a registration statement on Form 10-12G, which will have no further comments as of the closing of this Agreement.
(iii) Corporation has timely filed and is current on all reports required to be filed by it pursuant to Sections 13 and 15 of the Securities Exchange Act of 1934.
(iv) Corporation is newly formed with no financial information available other than the financial information included in its SEC filings;
(v)There are no legal actions, suits, arbitrations, or other administrative, legal or governmental proceedings threatened or pending against the Corporation and/or Seller or against the Seller or other employee, officer, director or stockholder of Corporation. Additionally, Seller is not aware of any facts which may/might result in or form a basis of such action, suit, arbitration or other proceeding on any
basis whatsoever;
(vi)The Corporation has no subsidiaries or any direct or indirect ownership interest in any other corporation, partnership, association, firm or business in any manner;
(vii) The Corporation and/or Seller does not have in effect nor has any present intention to put into effect any employment agreements, deferred compensation, pension retirement agreements or arrangements, options arrangements, bonus, stock purchase agreements, incentive or profit–sharing plans;
(viii) No person or firm has, or will have, any right, interest or valid claim against the Corporation for any commission, fee or other compensation in connection with the sale of the Shares herein as a finder or broker or in any similar capacity as a result of any act or omission by the Corporation and/or Seller or anyone acting on behalf of the Corporation and/or Seller;
(ix) The business and operation of the Corporation has been and will be conducted in accordance with all applicable laws, rules, regulations, judgments. Neither the execution, delivery or performance of this Agreement (A) violates the Corporation’s by-laws, Certificate of Incorporation, Shareholder Agreements or any existing resolutions; and, (B) will cause the Corporation to lose any benefit or any right or privilege it enjoys under the Securities Act (“Act”) or other applicable state securities laws;
(x) Corporation has not conducted any business and/or entered into any agreements with third-parties;
(xi) Other than the Shares, there are no other issued and outstanding shares of the Corporation’s capital stock;
(xii) This Agreement has been duly executed and delivered by Seller, constitutes a valid and binding instrument, enforceable in accordance with its terms, and does not conflict with or result in a breach of or in violation of the terms, conditions or provisions of any agreement, mortgage, lease or other instrument or indenture to which Corporation and/or Seller a party or by which they are bound;
(xiii) Seller is the legal and beneficial owner of the Shares and has good and marketable title thereto, free and clear of any liens, claims, rights and encumbrances;
(xiv) Seller warrants that the Corporation being transferred shall be transferred with no liabilities and little or no assets, and shall defend and hold Purchaser and the Corporation harmless against any action by any third party against either of them arising out of, or as a consequence of, any act or omission of Seller or the Corporation prior to, or during the closing contemplated by this contract of sale;
(xv) Seller will cause all current officers and directors of the Corporation to resign at the Closing pursuant to a duly authorized resolution of the Corporation’s board of directors; and,
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(i) Purchaser has the power and authority to execute and deliver this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser and constitutes a valid and binding instrument, enforceable in accordance with its terms;
(ii) The execution, delivery and performance of this Agreement is in compliance with and does not conflict with or result in a breach of or in violation of the terms, conditions or provisions of any agreement, mortgage, lease or other instrument or indenture to which Purchaser is a party or by which Purchaser is bound;
(iii) Purchaser is purchasing the Shares solely for his own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution of any portion thereof in violation of any applicable securities law.
(iv) Either:
a. The Purchaser is an “accredited investor” as defined under Rule 501 under the Securities Act; or
b. The Purchaser has been provided all information, including publicly filed reports of the Corporation, the audited annual and/or interim quarterly financial statements of the Corporation, and all other information publicly filed by the Corporation.
(v) Purchaser hereby agrees that such shares are restricted pursuant to Rule 144 and therefore subject to Rule 144 resale requirements.
Seller: XXXXXXX XXXXXX
00 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000 (415) 713 6957
Email: xxxxxxx0@xxxxx.xxx
Purchaser: XXXXXX XXXXXXXXXX
000 X Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
Email: xxxxxxxxxx@xxxxx.xxx (000) 000 0000
6. GOVERNING LAW. This Agreement shall be interpreted and governed in accordance with the law of the State of California. The parties herein waive trial by jury. In the event that litigation results or arise out of this Agreement or the performance thereof, the parties agree that the prevailing party is entitled to reimbursement by the non-prevailing party of reasonable attorney’s fee, costs, expenses, in addition to any other relief to which the prevailing party may be entitled.
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covenant, condition or provision or Agreement contained herein, which shall remain in full force and effect.
IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have signed this Agreement by their duly authorized officers the day and year first above written.
/s/ Xxxxxx Xxxxxxxxxx
(PURCHASER)
/s/ Xxxxxxx Xxxxxx
(SELLER)
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