Re: Purchase of _____________ shares that are "free-trading" (the "Common Stock") of Aviation Upgrade Technologies, Inc., a Nevada corporation ("Aviation Upgrade Technologies"), pursuant to this Share Purchase Agreement (the "Agreement")
| To: |
The
Person listed on the Counterpart Signature Page hereof (the
"Seller")
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Re:
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Purchase
of _____________ shares that are "free-trading" (the "Common Stock")
of
Aviation Upgrade Technologies, Inc., a Nevada corporation ("Aviation
Upgrade Technologies"), pursuant to this Share Purchase Agreement
(the
"Agreement")
|
To
Seller:
The
undersigned (the "Buyer") offers to purchase _____________ shares of Common
Stock of Aviation Upgrade Technologies from you (the "Seller") as
follows:
RECITALS:
WHEREAS,
the Buyer (as defined herein) wishes to purchase _____________ shares of
Common
Stock of Aviation Upgrade Technologies from certain current stockholders
of
Aviation Upgrade Technologies; and
WHEREAS,
Aviation Upgrade Technologies is contemplating entering into a Change in
Control
Transaction by virtue of a reorganization, merger or acquisition with a
potential target company (the “Target”) which may or may not be beneficial to
Aviation Upgrade Technologies and its stockholders (the "Reorganization
Transaction"); and
NOW,
THEREFORE, the parties hereto do hereby agree as follows:
A.
The
Seller is the owner of the ______________ shares of Common Stock of Aviation
Upgrade Technologies indicated on the Counterpart Signature Page that the
Seller
wishes to sell to the Buyer at an aggregate purchase price as indicated on
the
Counterpart Signature Page, and that the Buyer wishes to purchase from the
Seller at an aggregate purchase price as indicated on the Counterpart Signature
Page.
B.
Aviation
Upgrade Technologies is a publicly-held company, having previously and lawfully
offered and sold a portion of its securities in accordance with applicable
federal and state securities laws, rules and regulations. Aviation Upgrade
Technologies files reports with the Securities and Exchange Commission under
Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the Seller and the Buyer have been provided with access to all
reports of Aviation Upgrade Technologies via the XXXXX system of the Securities
and Exchange Commission that have been filed by or with respect to Aviation
Upgrade Technologies during the past 12 months and longer.
C.
The
Seller and the Buyer are aware of all material information respecting the
past,
present and proposed business operations of Aviation Upgrade Technologies,
its
management, financial position or otherwise; that there is no current
"established trading market" for the Common Stock of Aviation Upgrade
Technologies which Common Stock is quoted on the OTC Bulletin Board of the
National Association of Securities Dealers, Inc. (the "NASD") under the symbol
"AVUG" and that it is uncertain at this time whether there will be any future
market for the Common Stock of Aviation Upgrade Technologies; and that the
purchase price being paid for the Aviation Upgrade Technologies Common Stock
bears no relationship to assets, book value or other established criteria
of
value.
D.
The
Seller and the Buyer are also aware of the potential reorganization, merger
or
acquisition by Aviation Upgrade Technologies of Target, as referenced in
the
Recitals;
E.
The
Buyer
represents and warrants the following as an additional inducement for the
offer
outlined in this Agreement to purchase the Common Stock of the Seller covered
by
this Agreement, to-wit:
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(i)
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The
Buyer is not relying on any representation or warranty of the Seller
whatsoever, except those representations and warranties contained
in this
Agreement;
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(ii)
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The
Buyer has conducted the Buyer's own investigation of the risks
and merits
of an investment in Aviation Upgrade Technologies, and to the extent
desired, including, but not limited to a review of Aviation Upgrade
Technologies's books and records, financial and otherwise, its
annual,
quarterly and current reports and any registration statements contained
in
the Xxxxx Archives of the Securities and Exchange Commission, and
has had
the opportunity, to the extent that the Buyer deemed reasonable
or
necessary, to discuss this documentation with the directors and
executive
officers of Aviation Upgrade Technologies; to ask questions of
these
directors and executive officers; and that to the extent requested,
all
such questions have been answered
satisfactorily;
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(iii)
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The
Buyer is an "accredited investor" as that term is known or defined
under
applicable United States securities laws, rules and regulations,
and/or is
fully capable of evaluating the risks and merits associated with
the
execution of this Agreement and the purchase of this Common Stock
hereunder, without qualification;
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(iv)
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The
Buyer has full power and authority to execute and deliver this
Agreement,
without qualification;
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(v)
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The
Buyer is purchasing the Common Stock for Buyer's account only,
and not for
the account of or in concert with any other person or entity, and
except
as otherwise set forth immediately below, there are no affiliations,
arrangements, understandings or agreements, written or oral, respecting
the subsequent resale of any of the Common Stock with any person
or any
entity;
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(vi)
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The
Buyer will fully comply with all provisions of United States and
state
securities laws, rules and regulations in the resale of any of
the Common
Stock acquired hereunder, and will timely make all required filings
regarding beneficial ownership of the Common Stock with the Securities
and
Exchange Commission, as may be
applicable;
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(vii)
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Buyer
is not an "affiliate" or an "associate" as those terms are defined
under
applicable United States securities laws, rules and regulations
of
Aviation Upgrade Technologies or Target;
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(viii)
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Buyer
(and its principals, if an entity) has not: (a) been party to any
adverse
proceeding brought by the Securities and Exchange Commission or
any
similar state agency; (b) any material criminal proceeding regarding
the
purchase or sale of securities or other crimes, excluding only
misdemeanor
crimes; or (c) filed bankruptcy proceedings within the past five
years;
and
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(ix)
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The
Buyer agrees and understands that the amount being paid by the
Buyer as
outlined in Exhibit A may be more or less than other Aviation Upgrade
Technologies shareholders may be selling their stock in similar
transactions.
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Accordingly,
the parties hereto (subject to the Seller's acceptance hereof) agree as
follows:
A.
The
Buyer
hereby offers to purchase from the Seller the shares of Common Stock of Aviation
Upgrade Technologies as indicated on the Counterpart Signature Page, free
and
clear of any liens, encumbrances and/or other restrictions whatsoever and
the
Seller agrees to sell to the Buyer the shares of Common Stock of Aviation
Upgrade Technologies owned by the Seller as indicated on the Counterpart
Signature Page, free and clear of any such liens, encumbrances and/or
restrictions whatsoever.
B.
The
Common Stock, all accompanying documents and the purchase funds shall be
held in
escrow until the “Closing” which shall occur only upon the satisfaction of the
following:
(i)
Delivery of the Common Stock by the Seller to the Buyer along with an
appropriate medallion guaranteed stock power (or functional equivalent
satisfactory to Aviation Upgrade’s Transfer Agent);
(ii)
Execution of this Agreement by both Buyer and Seller; and
(iii)
Deposit of the purchase funds in escrow for the benefit of Seller.
Seller
specifically agrees that the transactions contemplated by this Agreement
shall
not occur until all the aforementioned conditions are met. Seller also
understands that there is a risk that all the aforementioned conditions may
not
be satisfied and the transaction contemplated herein may not occur. In such
a
case, the Common Stock shall be returned to Seller and the purchase funds
shall
be returned to Buyer.
1.
Certificates
representing the Common Stock shall be delivered to the Buyer in exchange
for
payment by the Buyer to the Seller of the amounts required herein from funds
to
be deposited by the Buyer for the purchase and sale of the Common Stock,
which
payment shall be subject to the transfer of the Common Stock into the Buyer's
name and delivery of the stock certificate or certificates representing the
Common Stock to the Buyer by Federal Express, priority delivery, which stock
certificate shall bear no restriction or notation.
2.
By
acceptance of this offer, the Seller hereby covenants and warrants:
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(i)
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That
the Seller has the right to sell, transfer, convey and assign the
Common
Stock, without qualification; and
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(ii)
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That
the Seller has done no act to encumber the Common
Stock.
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COUNTERPART
SIGNATURE PAGE
This
Counterpart Signature Page for that certain Share Purchase Agreement (the
"Agreement") dated as ________________, 2006, among the undersigned, by which
the undersigned, through execution and delivery of this Counterpart Signature
Page, intend to be legally bound by the terms of the Agreement.
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BUYER:
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Dated:
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By
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(Signature)
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SELLER:
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Dated:
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(Signature)
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Number
of Shares Sold: _____________________
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Cash
Consideration: $______
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