AGREEMENT
This Agreement is made and entered into this 27th day of June, 2000 by
and between Xxxx Xxxxxx (hereafter "Seller" and Shoreside Investments, Inc.
(hereafter "Buyer") at Salt Lake City, Utah.
WHEREAS, Seller is the owner of an equity interest in real property
located at Draper, Salt Lake County, Utah known as Xxx 000, Xxx Xxxx xx Xxxx
Xxxxxx Xxxxx XXX, according to the official plat thereof, as recorded in the
office of the Salt Lake County Recorder; and
WHEREAS, Seller desires to convey the aforesaid real property to Buyer
in exchange for restricted common shares of Buyer; and
WHEREAS, in order to accomplish the aforesaid purpose and define the
terms of the agreement between them, the parties desire to enter into this
written agreement
NOW, THEREFORE, in consideration of the mutual covenants and agreements
which are hereinafter set forth, the parties hereto mutually agree as follows:
1. Seller hereby sells, assigns and conveys to Buyer all his right,
title and interest in and to Xxx 000, Xxx Xxxx xx Xxxx Xxxxxx Xxxxx XXX,
according to the official plat thereof, as recorded in the office of the Salt
Lake County Recorder.
2. In order to render the aforesaid conveyance in recordable form,
Seller agrees to execute and deliver to Buyer that form of Quit Claim Deed
which is attached hereto and by this reference made a part hereof as if set
forth at length.
3. As consideration for the aforesaid conveyance, Buyer hereby agrees
to issue and deliver to Seller certificates representing restricted common
shares of Buyer registered as follows:
Registered Owner No. Shares
Xxxx Xxxxxx 50,000 shares
4. The aforesaid shares will not, when issued, have been registered
under the Securities Act of 1933 but will be issued in reliance on the
exemption from registration provided by Section 4(2) of the Act for
transactions by an issuer not involving any public offering. In connection
with Buyer's reliance on this exemption, Seller hereby warrants and
represents as follows:
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a. He is a sophisticated investor who has full knowledge that
Shoreside is a start-up business with no operating history. He has been
apprized that the Company has no significant cash or other assets, and
understands the Company's proposed business plan of developing and managing
real estate ventures.
b. The Seller has been advised that the Company has totally
inactive, has minimal net worth, and has had no active business operations,
and no income from any such operations. He understands that he is investing
the one of the only assets in Shoreside which has any capability of providing
a capital basis for any active business operations.
c. As a result of the foregoing, Seller acknowledges that he is
not in need of the protection which would be afforded by registration under the
Securities Act of 1933.
d. The Seller acknowledges that the shares, when issued, will be
"restricted securities" as that phrase is defined by paragraph (a) of SEC Rule
144 under the Act, and that in order for him to resell all or any part of the
shares, he will be required to abide by the conditions set forth in that Rule.
e The Seller acknowledges that he is purchasing the shares for his
own account, for investment, not with a view to distribution.
f. Seller hereby consents to the imposition of a legend on the face
of the certificates representing his shares to the effect that the same may
not be resold without registration or the availability of an exemption from
registration, and further consents to the placement of stop-transfer orders
against the shares until the Company is satisfied that they are either subject
to a registration statement under the Act or may be sold pursuant to some
applicable exemption from registration.
5. This agreement is made and entered into within the State of Utah and
is to be construed pursuant to the laws thereof. In case of breach, the
breaching party shall be liable to the other for all remedies available at
law or in equity, including reasonable attorneys' fees
Seller
/s/ Xxxx Xxxxxx
Xxxx Xxxxxx
Buyer
Shoreside Investments, Inc.
By: /s/ Xxxxxx Xxxxxxxxxx
Xxxxxx Xxxxxxxxxx, President
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