AGREEMENT
AGREEMENT
This
AGREEMENT (the “Agreement”) is made as of the 7th
day of
November, 2007, by and between:
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Xxxxx
Xxxxxxxx,
a
businessman having an address for notice and delivery located at
0000
Xxxxxx Xx., Xxxxxxx, X.X., Xxxxxx X0X
0X0.
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(the
“Seller” )
and
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Xxxx
Xxxxxxxx,
a
businesswoman having an address for notice and delivery located at
00
Xxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxx,
Xxxxxx.
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(the
“Purchaser”).
RECITALS:
FIRST,
Seller is
the
owner of an aggregate of 2,500,000 restricted shares of common stock of
Shopper’s Wallet, Inc., a Nevada corporation (the “Company”);
SECOND,
Seller desires
to sell 2,500,000 restricted shares of common stock of the Company (the
“Shares”) to the Purchaser on the terms and conditions provided for in this
Agreement.
THIRD,
Purchaser desires to purchase the Shares from the Seller on the terms and
conditions provided for in this Agreement.
NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and
agreements hereinafter set forth, the parties hereto agree as
follows:
I.
SALES OF THE SHARES.
1.01 Shares
being Sold.
Subject
to the terms and conditions of this Agreement, the Seller is selling, assigning,
and delivering the Shares to the Purchaser at the closing provided for in
Section 1.03 hereof (the “Closing”), free and clear of all liens, charges, or
encumbrances of whatsoever nature.
1.02 Consideration.
Seller
acknowledges that Purchaser is purchasing the Shares for consideration of
US$25,000 which shall be delivered to the Seller at the Closing.
1.03 Closing.
The
Closing of the transactions provided for in this Agreement is taking place
on or
before November 19, 2007 and no sooner than after the tenth day after the filing
of a Schedule 14F-1 with the SEC on XXXXX and the mailing of such Schedule
14F-1
to the registered shareholders of the Company. At the Closing, the Seller will
deliver to the Purchaser duly endorsed stock certificates representing the
Shares. Concurrently therewith, the Purchaser will deliver US$25,000 to the
Seller for the purchase of the Shares.
II.
REPRESENTATIONS AND WARRANTIES BY THE SELLER.
The
Seller hereby represents and warrants to the Purchaser that to the best of
the
Seller’s knowledge, with the intent that the Purchaser will rely on these
representations and warranties in entering into this Agreement, and in
concluding the purchase and sale contemplated by this Agreement,
that:
2.01 Organization,
Capitalization, etc.
(a)
The
Company is a corporation duly organized, validly existing, and in good standing
under the laws of the state of Nevada, and is qualified in no other
state.
(b)
The
authorized capital stock of the Company consists of 100,000,000 shares of common
stock with a par value of $0.0001 per share and 50,000,000 shares of preferred
stock with a par value of $0.0001 per share. As of the date of this Agreement,
7,333,333 shares of common stock are validly issued and outstanding, fully
paid
and non-assessable. There are no outstanding options or other agreements of
any
nature whatsoever relating to the issuance by the Company of any shares of
its
capital stock.
(c)
The
Company has the corporate power and authority to carry on its business as
presently conducted.
2.02 No
Violation.
Neither
the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby will constitute a violation or default under
any term or provision of the Articles of Incorporation or Bylaws of the Company,
or of any contract, commitment, indenture, other agreement or restriction of
any
kind or character to which the Company or the Seller is a party or by which
the
Company or the Seller is bound.
2.03 Authority.
The
Seller has the power and authority to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered by
the
Seller and
constitutes a valid and binding instrument, enforceable in accordance with
its
terms.
2.04 Title
to the Shares.
The
Seller is the sole legal and beneficial owner of the Shares in the Company
and
has good and marketable title thereto. All of the Shares owned by the Seller
are
owned free and clear of any liens, claims, options, charges, or encumbrances
of
whatsoever nature. The Seller has the unqualified right to sell, assign, and
deliver the Shares, and, upon consummation of the transactions contemplated
by
this Agreement, the Purchaser will acquire good and valid title to the Shares,
free and clear of all liens, claims, options, charges, and encumbrances of
whatsoever nature. The Purchaser acknowledges that the Shares being acquired
from the Seller are restricted securities so that such Shares will have trading
restrictions.
2.05 Control
Shares.
The
Certificates representing the Shares delivered pursuant to this Agreement are
owned by an affiliate of the Company and accordingly are restricted securities
as that term is defined in Rule 144 of the Securities Act of 1933 (the “Act”).
As such, upon transfer of the Shares to the Purchaser, the Purchaser will begin
a new holding period as set forth in Rule 144 and the Shares may not be resold
without registration or pursuant to an exemption from registration for the
holding period set forth in Rule 144. Accordingly, certificates issued to the
Purchaser will contain an appropriate restrictive legend.
2.06 Undisclosed
Liabilities.
Except
to the extent reflected in the balance sheet of the Company, the Company, as
of
that date, had no material liabilities or material obligations of any nature,
whether absolute, accrued, contingent, or otherwise and whether due or to become
due. Further, the Seller does not know or has no reasonable ground to know
of
any basis for the assertion against the Company of any material liability or
material obligation as of September 30, 2007, of any nature or in any amount
not
fully reflected or reserved against in the financial statements.
2.07 Tax
Returns.
The
Company has duly filed all tax reports and returns required to be filed by
it
and has fully paid all taxes and other charges claimed to be due from it by
federal, state, or local taxing authorities (including without limitation those
due in respect of its properties, income, franchises, licenses, sales, and
payrolls); there are no liens upon any of the Company’s property or assets;
there are not now any pending questions relating to, or claims asserted for,
taxes or assessments asserted against the Company.
2.08 Title
to Properties; Encumbrances.
The
Company has good and marketable title to all of its properties and assets,
real
and personal, tangible and intangible.
2.09 No
Claims; Indemnity.
There
are currently no claims or lawsuits threatened or pending against the Company
or
the Seller as the owner of its shares, and Seller is unaware of any conditions
or circumstances that would lead to or justify the filing of any claim or
lawsuit. If, after the consummation of this transaction and the transfer of
the
Shares from the Seller to the Purchaser any claim or lawsuit shall be filed
against the Company or the Purchaser (as
the
owner of the Shares), arising out of any circumstances whatsoever prior to
transfer of the shares,
the
Seller shall defend, indemnify and hold the Purchaser harmless from and against
any and all such claims or lawsuits or any awards or judgments granted
thereunder.
2.10 Affiliate.
The
Seller is, or has been during the past ninety (90) days, an officer, director,
10% or greater shareholder or “affiliate” of the Company, as that term is
defined in Rule 144 promulgated under the Act.
III.
REPRESENTATIONS AND WARRANTIES BY THE PURCHASER.
The
Purchaser hereby represents and warrants to the Seller that to the best of
the
Purchaser’s knowledge, with the intent that the Seller will rely on these
representations and warranties in entering into this Agreement, and in
concluding the purchase and sale contemplated by this Agreement,
that:
3.01 Representations
Regarding the Acquisition of the Shares.
(a)
The
undersigned Purchaser understands that the SHARES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE
OR FOREIGN SECURITIES AGENCIES;
(b)
The
Purchaser is not an underwriter and is acquiring the Seller’s Shares solely for
investment for the account of the Purchaser and not with a view to, or for,
resale in connection with any distribution within the meaning of the federal
securities act, the state securities acts or any other applicable
laws;
(c)
The
Purchaser understands the speculative nature and risks of investments associated
with the Company and confirms that the Shares are suitable and consistent with
his investment program and that his financial position enables him to bear
the
risks of this investment;
3.02 Authority.
The
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 the Purchaser and
constitutes a valid and binding instrument, enforceable in accordance with
its
terms.
3.03 No
Violation.
Neither
the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby will constitute a violation or default under
any term or provision of any contract, commitment, indenture, other agreement
or
restriction of any kind or character to which the Purchaser is a party or by
which the Purchaser is bound.
3.04 Rule
144 Restriction.
The
Purchaser hereby agrees that such shares are restricted pursuant to Rule 144
and
therefore subject to Rule 144 resale requirements.
3.05 Restricted
Period.
The
Purchaser understands and agrees that offers and sales of any of the Shares
prior to the expiration of a period of one year after the date of completion
of
the transfer of the Shares (the “Restricted Period”) as contemplated in this
Agreement shall only be made in compliance with the safe harbor provisions
set
forth in Regulation S, or pursuant to the registration provisions of the
Securities Act or pursuant to an exemption therefrom, and that all offers and
sales after the Restricted Period shall be made only in compliance with the
registration provisions of the Securities Act or an exemption
therefrom;
IV.
SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.
4.01 Survival
of Representations.
All
representations, warranties, and agreements made by any party in this Agreement
or pursuant hereto shall survive the execution and delivery hereof for a period
of one (1) year from and after the Closing.
4.02 Indemnification.
The
Seller agrees to indemnify the Purchaser and hold him harmless from and in
respect of any assessment, loss, damage, liability, cost, and expense
(including, without limitation, interest, penalties, and reasonable attorneys’
fees) in excess of $5,000.00 in the aggregate, imposed upon or incurred by
the
Purchaser resulting from a breach of any agreement, representation, or warranty
of the Seller. Assertion by a party to their right to indemnification under
this
Section 4.02 shall not preclude the assertion by the parties of any other rights
or the seeking of any other remedies against the opposing party.
V.
MISCELLANEOUS.
5.01 Expenses.
All
fees and expenses incurred by the Purchaser and Seller in connection with the
transactions contemplated by this Agreement shall be borne by the respective
parties hereto.
5.02 Further
Assurances.
From
time to time, at the Purchaser’s request and without further consideration, the
Seller, at his expense, will execute and transfer such documents and will take
such action as the Purchaser may reasonably request in order to effectively
consummate the transactions herein contemplated.
5.03 Entire
Agreement.
This
Agreement contains all of the terms agreed upon by the parties with respect
to
the subject matter hereof. This Agreement supersedes all prior agreements and
understandings between the parties with respect to the subject matter hereof.
This Agreement may be amended only by a written instrument duly executed by
the
parties hereto or their respective successors or assigns.
5.04 No
Assignments.
Neither
party may assign nor delegate any of its rights or obligations hereunder without
first obtaining the written consent of the other party.
5.05 Headings.
The
section and paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretations
of
this Agreement.
5.06 Severability.
In the
event that any term, covenant, condition or other provision contained herein
is
held to be invalid, void or otherwise unenforceable by any court of competent
jurisdiction, the invalidity of any such term, covenant, condition, provision
or
Agreement shall in no way affect any other term, covenant, condition or
provision or Agreement contained herein, which shall remain in full force and
effect.
5.07 Governing
Law.
The
situs of this Agreement is the State of Nevada, and for all purposes this
Agreement will be governed exclusively by and construed and enforced in
accordance with the laws and Courts prevailing in the State of Nevada, without
regard to its conflict-of-laws rules.
5.08 Notices.
All
notices, requests, demands, and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered or mailed
(registered or certified mail, postage prepaid, return receipt requested) as
follows:
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If
to the Seller:
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Xxxxx
Xxxxxxxx
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0000
Xxxxxx Xx.
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Xxxxxxx,
X.X.
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Xxxxxx
X0X 0X0
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If
to the Purchaser:
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Xxxx
Xxxxxxxx
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00
Xxxxxx Xxxxxx
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Xxx
Xxxxx, Xxxxxx
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Xxxxxx
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5.09 Effect.
In the
event any portion of this Agreement is deemed to be null and void under any
state, provincial, or federal law, all other portions and provisions not deemed
void or voidable shall be given full force and effect.
5.10 Gender
and Number.
Words
importing a particular gender mean and include the other gender and words
importing a singular number mean and include the plural number and vice versa,
unless the context clearly indicated to the contrary.
5.11 Counterparts.
This
Agreement may be executed simultaneously in several counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and
the same instrument. Facsimile signatures are acceptable and deemed original
signatures.
IN
WITNESS WHEREOF,
this
Agreement has been duly executed and delivered by the Seller and the Purchaser,
on the date first above written.
SELLER:
/s/ Xxxxx
Xxxxxxxx
XXXXX
XXXXXXXX
PURCHASER:
/s/ Xxxx
Xxxxxxxx
XXXX
XXXXXXXX
