SHARE PURCHASE AGREEMENT
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This Share Purchase Agreement ("Agreement"), dated as of January 31, 2006,
among, the ZKID Network Company (the "Seller") and Maverick Enterprises Ltd.,
(the "Buyer").
W I T N E S S E T H:
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WHEREAS, Buyer is a BVI Corporation, located at Xxxxxxxxxxxxxxxx. 00, XX-0000,
Xxxxxx Xxxxxxxxxxx;
A. WHEREAS, Buyer wishes to purchase an aggregate of 260,000,000 shares
of common stock, the Seller (collectively, the "Purchase Shares"), and
the Seller desires to sell the Purchase Shares to Buyer free and clear
of liens and encumbrances, for the total sum of US$220,00.00 (Two
Hundred Twenty Thousand Dollars).
B. WHEREAS, prior to the transaction Buyer is not an affiliate of
Company.
C. Seller agrees to complete the 10KSB for the year end 12/31/05, cause
it to be filed, pay for the costs of the audits and legal preparation.
Buyer and Seller agree that Buyer will withhold approximately
$15,000.00 of this Purchase Price until the completion of the 10KSB.
Upon completion of the 10KSB, Buyer agrees to release the $15,000.00
to Xxxxxx Xxxxxxxx.
NOW, THEREFORE, it is agreed among the parties as follows:
ARTICLE I
The Consideration
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1.1 Subject to the conditions set forth herein, Seller shall sell to Buyer
and Buyer shall purchase an aggregate of 260,000,000 shares of common stock of
Buyer from Seller. The purchase price for the shares to be paid by Buyer to
Seller is $220,000.00 (the "Consideration).
ARTICLE II
Closing and Conveyance of Shares
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2.1 The Purchase Shares will be deposited into an escrow account for
delivery to Buyer.
2.2 Buyer will upon receipt of the Consideration into the escrow account
and satisfy a) the conditions precedent in Article VI, and b) procedures in
Article 5.
2.3 The Escrow agent will distribute the Purchase Shares to the Buyer and
distribute the consideration in accordance with Seller's written instructions,
upon satisfaction of all contractual conditions.
2.4 Upon closing of this Purchase Agreement, the company will have no
current liabilities other then the ancillary payable to the transfer agent. The
payable due to the auditor of $3,750.00 will be paid by Seller and the balance
the Transfer Agent $5,800.00 will be paid by the Seller, funds to come from the
Buyer.
ARTICLE III
Representations, Warranties and Covenants of Seller and Buyer
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Seller and Buyer each hereby, represents warrants and covenants as follows:
3.1 (a) The Seller has the requisite authorized common stock capital and
has duly authorized the issuance of the Purchase Shares under the terms and
conditions of this Agreement. The Purchase Shares, when issued, will be validly
issued, non-assessable and free and clear of any lien, pledge, security interest
or other encumbrance.
3.2 This Agreement has been duly authorized, validly executed and
delivered on behalf of the Seller and Buyer and is a valid and binding agreement
and obligation of Buyer and Seller enforceable against the parties in accordance
with its terms, subject to limitations on enforcement by general principles of
equity and by bankruptcy or other laws affecting the enforcement of creditors'
rights generally, and Seller and Buyer have complete and unrestricted power to
enter into and, upon the appropriate approvals as required by law, to consummate
the transactions contemplated by this Agreement.
3.3 Neither the making of nor the compliance with the terms and provisions
of this Agreement and consummation of the transactions contemplated herein by
Seller or Buyer will conflict with or result in a breach or violation of the
Articles of Incorporation or Bylaws of Buyer, or of any material provisions of
any indenture, mortgage, deed of trust or other material agreement or instrument
to which Buyer or Seller are a party, or of any material provision of any law,
statute, rule, regulation, or any existing applicable decree, judgment or order
by any court, federal or state regulatory body, administrative agency, or other
governmental body having jurisdiction over Buyer or Seller, or any of its
material properties or assets, or will result in the creation or imposition of
any material lien, charge or encumbrance upon any material property or assets of
Buyer pursuant to the terms of any agreement or instrument to which Buyer is a
party or by which Buyer may be bound or to which any of Buyer property is
subject and no event has occurred with which lapse of time or action by a third
party could result in a material breach or violation of or default by Buyer or
Seller.
3.4 Except as disclosed in the Seller's SEC reports, there is no claim,
legal action, arbitration, or other legal or administrative proceeding, nor any
order, decree or judgment in progress, pending or in effect, or to the best
knowledge of the Seller threatened against or relating to Buyer or affecting any
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of its assets, properties, business or capital stock. There is no continuing
order, injunction or decree of any court, or arbitrator to which Buyer is a
party or by which Buyer or its assets, properties, business or capital stock are
bound.
3.6 The representations and warranties of the Buyer shall be true and
correct as of the date hereof.
3.7 No representation or warranty by Buyer or the Seller in this
Agreement, or any certificate delivered pursuant hereto contains any untrue
statement of a material fact or omits to state any material fact necessary to
make such representation or warranty not misleading.
Termination of Representation and
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Warranties and Certain Agreements; Indemnification
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3.5 Seller and Buyer, jointly and severally, shall indemnify and hold
harmless the Buyer and its respective officers, directors and affiliates (the
"Buyer Indemnified Persons") for, and will pay to the Buyer Indemnified Persons,
the amount of, any loss, liability, claim, damage (including, without
limitation, incidental and consequential damages), cost, expense (including,
without limitation, interest, penalties, costs of investigation and defense and
the reasonable fees and expenses of attorneys and other professional experts) or
diminution of value, whether or not involving a third-party claim (collectively,
"Damages"), directly or indirectly arising from, attributable to or in
connection with:
(a) any representation or warranty made by Seller or Buyer in this
agreement or any closing deliveries, that is, or was at the time made,
false or inaccurate, or any breach of, or misrepresentation with
respect to, any such representation or warranty; and
(b) any breach by any of the Seller or Buyer of any covenant, agreement or
obligation of Buyer or Seller contained in this agreement.
(c) any claims or litigation relating to Buyer now pending or threatened
or which may hereafter be brought against Buyer and/or Buyer or Seller
based upon events occurring prior to the date hereof and not
attributable to the acts of the Buyer.
(d) any and all actions, suits, proceedings, claims, demands, assessments,
judgments, costs, losses, liabilities and reasonable legal and other
expenses incident to any of the foregoing.
ARTICLE V
Miscellaneous
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5.1 This Agreement embodies the entire agreement between the parties, and
there have been and are no agreements, representations or warranties among the
parties other than those set forth herein or those provided for herein.
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5.2 To facilitate the execution of this Agreement, any number of
counterparts hereof may be executed, and each such counterpart shall be deemed
to be an original instrument, but all such counterparts together shall
constitute but one instrument.
5.3 All parties to this Agreement agree that if it becomes necessary or
desirable to execute further instruments or to make such other assurances as are
deemed necessary, the party requested to do so will use its best efforts to
provide such executed instruments or do all things necessary or proper to carry
out the purpose of this Agreement.
5.4 This Agreement may not be amended except by written consent of both
parties.
IN WITNESS WHEREOF, the parties have executed this Agreement this _____ day of
January, 2006.
Seller: Zkid Network Company Buyer: Maverick Enterprises, Ltd.
By: ______________________________ By:______________________________
Name: Xxxxxx Xxxxxxxx Name:
Title: President Title:
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