Exhibit 10.2
TRANSFER AGREEMENT
AMONG:
XXXX XXXX, Businessperson, of 0000 Xxxx Xxxxx Xxxxx Xxxxx, Xxxxxxx, XX
00000
(the "VENDOR")
AND:
XXXXX XXXXXXXX, Businessperson of 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxxxxxx,
Xxxxxxxxxx 00000
(the ("PURCHASER")
AND:
XXXXXXXXX XXXXXX, having an address at Suite 400 - 000 Xxxxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the "ESCROW AGENT")
WHEREAS:
A. The Vendor is the beneficial owner of shares of common stock of Redstone
Literary Agents, Inc. (the "COMPANY");
B. The Purchaser is familiar with and has access to information regarding the
Company similar to information that would be available in a registration
statement filed by the Company under the Securities Act of 1933 (the "1933
ACT"); and
C. The Vendor has agreed to sell and the Purchaser has agreed to purchase
3,000,000 shares of common stock of the Company (the "SHARES") on the terms and
conditions hereinafter set forth in this Agreement.
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THEREFORE in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration (the receipt and sufficiency
of which are hereby acknowledged by each of the parties), the parties covenant
and agree as follows:
1. PURCHASE AND SALE
1.1 On the basis of the representations and warranties of the parties to this
Agreement and subject to the terms and conditions of this Agreement, the
Purchaser agrees to purchase from the Vendor, and the Vendor agrees to sell to
the Purchaser, the Shares. The purchase price of the Shares is the sum of
US$20,000 (the "PURCHASE PRICE").
1.2 The closing of the purchase and sale of the Shares (the "CLOSING") will take
place on or before August 31, 2014 or such other date as may be agreed to by the
parties hereto (the "CLOSING DATE").
1.3 Within 10 days of the execution of this Agreement, the Purchaser will
deliver to the Escrow Agent the Purchase Price by delivering a bank draft,
certified cheque or solicitor's trust account cheque in the amount of the
Purchase Price.
1.4 Within 10 days of the execution of this Agreement, the Vendor will deliver
to the Escrow Agent, the following documents:
(a) a share certificate or certificates representing the Shares together
with one or more stock transfer powers of attorney, duly endorsed by
the Vendor for transfer in form acceptable to the Company's registrar
and transfer agent, (collectively, the "SHARE TRANSFER DOCUMENTS"),
for the purposes of effecting the registration of the Shares in the
name of the Purchaser; and
(b) all other documents and instruments as the Purchaser may reasonably
require.
1.5 Upon receipt of written notice from the Purchaser to the Escrow Agent to
proceed to the Closing, the Vendor and the Purchaser hereby authorize and
instruct the Escrow Agent to:
(a) deliver the Purchaser Price to the Vendor, as instructed by the
Vendor; and
(b) deliver the Share Transfer Documents to the Purchaser, as instructed
by the Purchaser.
1.6 The Vendor shall be entitled, from time to time, to a letter or receipt from
the Escrow Agent stating the number of Shares being held for the Vendor by the
Escrow Agent subject to the terms of this Agreement, but such letter or receipt
shall not be assignable.
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1.7 The Vendor shall not sell, deal in, assign, transfer in any manner
whatsoever, or agree to sell, deal in, assign or transfer in any manner
whatsoever, any of the Shares, or beneficial ownership of, or any interest in,
the Shares, and the Escrow Agent shall not accept or acknowledge any transfer,
assignment, declaration of trust or any other document evidencing a change in
legal or beneficial ownership of, or interest in, the Shares, except as may be
required by reason of the death or bankruptcy of the Vendor, in which case the
Escrow Agent shall hold the certificate or certificates representing the Shares
subject to this Agreement for whatever person or persons may thus become legally
entitled thereto.
1.8 If, during the period in which any of the Share Transfer Documents are
retained in trust pursuant hereto, any dividend, other than a dividend paid in
common shares of the Company, is received by the Escrow Agent in respect of the
Shares, such dividend shall be paid or transferred forthwith to the Vendor. Any
common shares of the Company received by the Escrow Agent by way of dividend in
respect of the Shares shall be dealt with as if they were Shares subject to this
Agreement.
1.9 In exercising the rights, duties and obligations prescribed or confirmed by
this Agreement, the Escrow Agent will act honestly and in good faith and will
exercise that degree of care, diligence and skill that a reasonably prudent
person would exercise in comparable circumstances.
1.10 The Vendor and the Purchaser agree from time to time and at all times
hereafter well and truly to save, defend and keep harmless and fully indemnify
the Escrow Agent, its successors and assigns, from and against all loss, costs,
charges, suits, demands, claims, damages and expenses (including legal fees)
which the Escrow Agent, its successors or assigns may at any time or times
hereafter bear, sustain, suffer or be put unto for or by reason or on account of
its acting pursuant to this Agreement or anything in any manner relating thereto
or by reason of the Escrow Agent's compliance in good faith with the terms
hereof.
1.11 In case proceedings should hereafter be taken in any court respecting the
Share Transfer Documents, the Escrow Agent will not be obliged to defend any
such action or submit its rights to the court until it has been indemnified by
other good and sufficient security in addition to the indemnity given in Section
1.10 against its costs of such proceedings.
1.12 The Escrow Agent will have no responsibility in respect of loss of the
Share Transfer Documents except the duty to exercise such care in the
safekeeping thereof as it would exercise if the Share Transfer Documents
belonged to the Escrow Agent. The Escrow Agent may act on the advice of counsel
but will not be responsible for acting or failing to act on the advice of
counsel.
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1.13 In the event that any of the Share Transfer Documents are attached,
garnished or levied upon under any court order, or if the delivery of any of the
Share Transfer Documents is stayed or enjoined by any court order or if any
court order, judgment or decree is made or entered affecting such property or
affecting any act by the Escrow Agent, the Escrow Agent will obey and comply
with all writs, orders, judgments or decrees so entered or issued, whether with
or without jurisdiction, notwithstanding any provision of this Agreement to the
contrary. If the Escrow Agent obeys and complies with any such writs, orders,
judgments or decrees, it will not be liable to any of the parties hereto or to
any other person by reason of such compliance, notwithstanding that such writs,
orders, judgments or decrees may be subsequently reversed, modified, annulled,
set aside or vacated.
1.14 Except as herein otherwise provided, the Escrow Agent is authorized and
directed to disregard any and all notices and warnings which may be given to it
by any of the parties hereto or by any other person. It will, however, obey the
order, judgment or decree of any court of competent jurisdiction, and it is
hereby authorized to comply with and obey such orders, judgments or decrees and
in case of such compliance, it shall not be liable by reason thereof to any of
the parties hereto or to any other person, even if thereafter any such order,
judgment or decree may be reversed, modified, annulled, set aside or vacated.
1.15 If the Escrow Agent receives any valid court order contrary to the
instructions contained in this Agreement, the Escrow Agent may continue to hold
the Share Transfer Documents until the lawful determination of the issue between
the parties hereto.
1.16 If written notice of protest is made by the Vendor and/or the Purchaser to
the Escrow Agent to any action contemplated by the Escrow Agent under this
Agreement, and such notice sets out reasons for such protest, the Escrow Agent
may, at its sole discretion, continue to hold the Share Transfer Documents until
the right to the documents is legally determined by a court of competent
jurisdiction or otherwise.
1.17 The Escrow Agent may resign as Escrow Agent by giving not less than five
(5) days' notice thereof to the Vendor and the Purchaser. The Vendor and the
Purchaser may terminate the Escrow Agent by giving not less than five (5) days'
notice to the Escrow Agent. The resignation or termination of the Escrow Agent
will be effective and the Escrow Agent will cease to be bound by this Agreement
on the date that is five (5) days after the date of receipt of the termination
notice given hereunder or on such other date as the Escrow Agent, the Vendor and
the Purchaser may agree upon. All indemnities granted to the Escrow Agent herein
will survive the termination of this Agreement or the termination or resignation
of the Escrow Agent. In the event of termination or resignation of the Escrow
Agent for any reason, the Escrow Agent shall, within that five (5) days' notice
period, deliver the Share Transfer Documents to the new Escrow Agent to be named
by the Vendor and the Purchaser.
1.18 Notwithstanding anything to the contrary contained herein, in the event of
any dispute arising between the Vendor and/or the Purchaser, this Agreement or
any matters arising thereto, the Escrow Agent may, in its sole discretion,
deliver and interplead the Share Transfer Documents into court and such delivery
and interpleading will be an effective discharge to and of the Escrow Agent.
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1.19 The Company will pay all of the compensation of the Escrow Agent and will
reimburse the Escrow Agent for any and all reasonable expenses, disbursements
and advances made by the Escrow Agent in the performance of its duties
hereunder, including reasonable fees, expenses and disbursements incurred by its
counsel.
2. REPRESENTATIONS AND WARRANTIES
2.1 The Vendor represents and warrants to the Purchaser (which representations
and warranties shall survive the closing of the transactions contemplated in
this Agreement), with the intent that the Purchaser will rely thereon in
entering into this Agreement and in concluding the purchase and sale of the
Shares as contemplated herein, that:
(a) the Vendor is the beneficial owner of the Shares free and clear of all
liens, charges and encumbrances of any kind whatsoever;
(b) there are no written instruments, buy-sell agreements, registration
rights or agreements, voting agreements or other agreements by and
between or among the Vendor or any other person, imposing any
restrictions upon the transfer, prohibiting the transfer of or
otherwise pertaining to the Shares or the ownership thereof;
(c) the Vendor has the power and capacity and good and sufficient right
and authority to enter into this Agreement on the terms and conditions
set forth in this Agreement and to transfer the legal and beneficial
title and ownership of the Shares to the Purchaser;
(d) no person, firm, corporation or entity of any kind has or will have
any agreement or option or any right capable at any time of becoming
an agreement to:
(i) purchase or otherwise acquire the Shares; or
(ii) require the Vendor to sell, transfer, assign, pledge, charge,
mortgage or in any other way dispose of or encumber any of the
Shares other than under this Agreement;
(e) this Agreement and all other documents required to be executed and
delivered by the Vendor have been duly, or will when executed and
delivered be duly, executed and delivered by the Vendor, and
constitute the legal, valid and binding obligations of the Vendor,
enforceable against the Vendor in accordance with their terms, subject
to laws of general application relating to bankruptcy, insolvency, the
relief of debtors, specific performance, injunctive relief and other
equitable remedies;
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(f) the entering into of this Agreement and the transactions contemplated
hereby do not result in the violation of any of the terms and
provisions of any law applicable to, or the constating documents of,
the Vendor or of any agreement, written or oral, to which the Vendor
may be a party or by which the Vendor is or may be bound;
(g) the Vendor acquired the Purchase Shares in a transaction exempt from
the registration requirements of the 1933 Act either (i) pursuant to
Section 4(1) of the 1933 Act, or (ii) pursuant to Section 4(a)(2) of
the 1933 Act in the event that the Vendor is deemed an underwriter;
(h) the Vendor is not an "underwriter" (as such term is defined in Section
2(11) of the 0000 Xxx) of any securities of the Company; and
(i) the Vendor has not taken any action which would impose any obligation
or liability to any person for finder's fees, agent's commissions or
like payments in connection with the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby.
2.2 The Purchaser represents and warrants to the Vendor (which representations
and warranties shall survive the closing of the transactions contemplated in
this Agreement), with the intent that the Vendor will rely thereon in entering
into this Agreement and in concluding the purchase and sale of the Shares as
contemplated herein, that:
(a) the Purchaser has the power and capacity and good and sufficient right
and authority to enter into this Agreement on the terms and conditions
set forth in this Agreement;
(b) the Purchaser is not an "underwriter" (as such term is defined in
Section 2(11) of the 0000 Xxx) of any securities of the Company;
(c) this Agreement and all other documents required to be executed and
delivered by the Purchaser have been duly, or will when executed and
delivered be duly, executed and delivered by the Purchaser, and
constitute the legal, valid and binding obligations of the Purchaser,
enforceable against the Purchaser in accordance with their terms,
subject to laws of general application relating to bankruptcy,
insolvency, the relief of debtors, specific performance, injunctive
relief and other equitable remedies;
(d) the entering into of this Agreement and the transactions contemplated
hereby do not result in the violation of any of the terms and
provisions of any law applicable to, or the constating documents of,
the Purchaser or of any agreement, written or oral, to which the
Purchaser may be a party or by which the Purchaser is or may be bound;
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(e) the Purchaser has not taken any action which would impose any
obligation or liability to any person for finder's fees, agent's
commissions or like payments in connection with the execution and
delivery of this Agreement or the consummation of the transactions
contemplated hereby;
(f) the sale of the Shares to the Purchaser as contemplated in this
Agreement complies with or is exempt from the applicable securities
legislation of the jurisdiction of residence of the Purchaser;
(g) it has had access to all of the books and records of the Company and
accordingly agrees that it is familiar with and has access to
information regarding the Company similar to information that would be
available in a registration statement filed by the Company under the
1933 Act;
(h) it is acquiring the Shares as principal for its own account, for
investment purposes only, and not with a view to, or for, resale,
distribution or fractionalization thereof, in whole or in part, and no
other person has a direct or indirect beneficial interest in such
Shares;
(i) it (i) has adequate net worth and means of providing for its current
financial needs and possible personal contingencies, (ii) has no need
for liquidity in this investment, and (iii) is able to bear the
economic risks of an investment in the Shares for an indefinite period
of time;
(j) it understands and agrees that the Shares are being offered only in a
transaction not involving any public offering within the meaning of
the 1933 Act; and
(k) the Purchaser is not acquiring the Shares as a result of any form of
general solicitation or general advertising including advertisements,
articles, notices or other communications published in any newspaper,
magazine or similar media or broadcast over radio, or television, or
any seminar or meeting whose attendees have been invited by general
solicitation or general advertising.
2.3 If the Purchaser is resident in Canada, the Purchaser agrees to deliver,
along with an executed copy of this Agreement:
(a) a fully completed and executed Investor Questionnaire in the form
attached as Exhibit 1 hereto; and
(b) such other supporting documentation that the Vendor or its legal
counsel may request to establish the Purchaser's qualification as a
qualified purchaser.
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3. LEGENDING AND REGISTRATION OF SUBJECT SHARES
3.1 The Purchaser hereby acknowledges that a legend may be placed on the
certificates representing the Shares to the effect that the Shares represented
by such certificates are subject to a hold period and may not be traded until
the expiry of such hold period except as permitted by applicable securities
legislation. The Purchaser hereby acknowledges and agrees to the Company making
a notation on its records or giving instructions to the registrar and transfer
agent of the Company in order to implement the restrictions on transfer set
forth and described in this Agreement.
4. ENTIRE AGREEMENT
4.1 There are no representations, warranties, collateral agreements, or
conditions except as herein specified.
5. EXPENSES
5.1 Each party to this Agreement will be responsible for all of its own
expenses, legal and other professional fees, disbursements, and all other costs
incurred in connection with the negotiation, preparation, execution, and
delivery of this Agreement and all documents and instruments relating hereto and
the consummation of the transactions contemplated hereby.
6. PROPER LAW
6.1 This Agreement will be governed by and construed in accordance with the law
of British Columbia.
7. FURTHER ASSURANCES
7.1 The parties to this Agreement hereby agree to execute and deliver all such
further documents and instruments and do all acts and things as may be necessary
or convenient to carry out the full intent and meaning of and to effect the
transactions contemplated by this Agreement.
8. ELECTRONIC MEANS
8.1 Delivery of an executed copy of this Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Agreement as of
the date set forth on page one of this Agreement.
9. COUNTERPARTS
9.1 This Agreement may be executed in any number of counterparts, each of which,
when so executed and delivered, shall constitute an original and all of which
together shall constitute one instrument.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of
the day of ______________, 2014.
EXECUTED by Xxxx Xxxx in the presence of:
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Signature )
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Print Name )
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Address ) XXXX XXXX
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Occupation )
EXECUTED by Xxxxx Xxxxxxxx in the presence of:
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Signature )
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Print Name )
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Address ) XXXXX XXXXXXXX
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Occupation )
EXHIBIT 1
QUESTIONNAIRE
All capitalized terms herein, unless otherwise defined, have the meanings
ascribed thereto in the Transfer Agreement.
The Purchaser covenants, represents and warrants to the Vendor that:
1. the Purchaser has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks
of the transactions detailed in the Transfer Agreement and the
Purchaser is able to bear the economic risk of loss arising from such
transactions;
2. the Purchaser is (TICK ONE OR MORE OF THE FOLLOWING BOXES):
(A) a director, executive officer or control person of the
Company or an affiliate of the Company [ ]
(B) a spouse, parent, grandparent, brother, sister or
child of a director, executive officer or control
person of the Company or an affiliate of the Company [ ]
(C) a parent, grandparent, brother, sister or child of the
spouse of a director, executive officer or control
person of the Company or an affiliate of the Company [ ]
(D) a close personal friend of a director, executive
officer or control person of the Company [ ]
(E) a close business associate of a director, executive
officer or control person of the Company [ ]
(F) an accredited investor [ ]
(G) a company, partnership or other entity of which a
majority of the voting securities are beneficially
owned by, or a majority of the directors are, persons
described in paragraphs A to F [ ]
(H) a trust or estate of which all of the beneficiaries or
a majority of the trustees or executors are persons
described in paragraphs A to F [ ]
3. if the Purchaser has checked box B, C, D, E, G or H in paragraph 2
above, the director, executive officer, founder or control person of
the Company with whom the undersigned has the relationship is:
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(INSTRUCTIONS TO PURCHASER: FILL IN THE NAME OF EACH DIRECTOR,
EXECUTIVE OFFICER, FOUNDER AND CONTROL PERSON WHICH YOU HAVE THE
ABOVE-MENTIONED RELATIONSHIP WITH. IF YOU HAVE CHECKED BOX G OR H,
ALSO INDICATE WHICH OF A TO F DESCRIBES THE SECURITYHOLDERS,
DIRECTORS, TRUSTEES OR BENEFICIARIES WHICH QUALIFY YOU AS BOX G OR H
AND PROVIDE THE NAMES OF THOSE INDIVIDUALS. PLEASE ATTACH A SEPARATE
PAGE IF NECESSARY).
4. if the Purchaser has ticked box F in Section 2 above, the Purchaser
satisfies one or more of the categories of "accredited investor" (as
that term is defined in National Instrument 45-106) indicated below
(please check the appropriate box):
[ ] (a) an individual registered or formerly registered under
securities legislation in a jurisdiction of Canada, as a
representative of a person or company registered under securities
legislation in a jurisdiction of Canada, as an adviser or dealer,
other than a limited market dealer registered under the
SECURITIES ACT (Ontario) or the SECURITIES ACT (Newfoundland);
[ ] (b) an individual registered or formerly registered under the
securities legislation of a jurisdiction of Canada as a
representative of a person referred to in paragraph (a);
[ ] (c) an individual who either alone or with a spouse beneficially
owns, directly or indirectly, financial assets (as defined in
National Instrument 45-106) having an aggregate realizable value
that, before taxes but net of any related liabilities, exceeds
CDN$1,000,000;
[ ] (d) an individual whose net income before taxes exceeded
CDN$200,000 in each of the two more recent calendar years or
whose net income before taxes combined with that of a spouse
exceeded $300,000 in each of those years and who, in either case,
reasonably expects to exceed that net income level in the current
calendar year;
[ ] (e) an individual who, either alone or with a spouse, has net
assets of at least CDN $5,000,000; or
[ ] (f) a person, other than an individual or investment fund, that
had net assets of at least CDN$5,000,000 as reflected on its most
recently prepared financial statements.
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IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of
the ________ day of __________________, 2014.
If an Individual: If a Corporation, Partnership or Other
Entity:
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Signature Print or Type Name of Entity
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Print or Type Name Signature of Authorized Signatory
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Type of Entity
