Exhibit 10.4
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of
__________, 200__ by and between __________ (the "Seller"), and ____________(the
"Purchaser).
R E C I T A L
WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser
desires to purchase from the Seller, a total of ______ shares (the "Shares") of
the common stock, par value $0.001 ("Common Stock"), of Freight Management
Corporation, a Nevada corporation (the "Company"), registered in the name of the
Seller for an aggregate purchase price of $____________ (the "Purchase Price"),
upon and subject to the terms and conditions hereinafter set forth.
A G R E E M E N T
Accordingly, in consideration of the premises and the mutual covenants,
obligations and agreements contained herein, the Purchaser and the Seller hereby
agree as follows:
1. Purchase and Sale of the Shares. Upon the terms and subject to the
conditions set forth herein, the Seller agrees to sell, and the Purchaser agrees
to purchase the Shares for the Purchase Price.
2. Closing. The closing for the purchase and sale of the Shares (the
"Closing") shall take place on __________ (the "Closing Date") at a time and
location to be mutually agreed upon by the parties. Any party may terminate this
Agreement prior to Closing, by delivering written notice of such party's
election to terminate this Agreement. At the Closing, the Seller shall deliver
to the Purchaser the stock certificates evidencing the Shares, duly endorsed for
transfer to the Purchaser or accompanied by an assignment separate from
certificate, and the Purchaser shall deliver the Purchase Price to the Seller.
3. Representation, Warranties and Covenants of the Seller. The Seller
hereby represents, warrants and covenants to Purchaser as follows:
3.1 Authorization; Enforceability. The Seller has all corporate or
individual right, power and authority to enter into this Agreement and to
consummate the transactions contemplated hereunder. This Agreement has been duly
executed and delivered by the Seller and constitutes the legal, valid and
binding obligation of the Seller, enforceable against the Seller in accordance
with its terms, subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing specific
performance, injunctive relief or other equitable remedies, and to limitations
of public policy.
3.2 Organization, Good Standing and Qualification. The Seller, if a
corporation, is duly organized, validly existing and in good standing under the
laws of its jurisdiction and has full corporate power and authority to conduct
its business.
3.3 Valid Transfer. The Seller is the sole and complete owner of the
Shares and, when paid for by the Purchaser pursuant to this Agreement, the
Purchaser shall receive complete right, title and ownership to the Shares free
and clear of any encumbrances or restrictions, except as provide for under U.S.
federal securities laws.
3.4 Further Assurance. At any time after the Closing, Seller shall
execute, acknowledge and deliver to the Purchaser any further documents,
assurances or other matters, and will take any other action consistent with the
terms of this Agreement that may reasonably be requested by the Purchaser and as
are necessary or desirable to carry out the purpose of this Agreement.
3.5 No Conflict; Governmental Consents.
(a) The execution and delivery by the Seller of this Agreement
and the consummation of the transactions contemplated hereunder will not result
in the violation by the Seller of any law, statute, rule, regulation, order,
writ, injunction, judgment or decree of any court or governmental authority to
or by which the Seller is bound, and will not conflict with, or result in a
breach or violation of, any of the terms or provisions of, or constitute (with
due notice or lapse of time or both) a default under, any lease, loan agreement,
mortgage, security agreement, trust indenture, or other agreement or instrument
to which the Seller is a party or by which it is bound.
(b) No consent, approval, authorization or other order of any
governmental authority or other third party is required to be obtained by the
Seller in connection with the authorization, execution and delivery of this
Agreement or with the sale and transfer of the Shares, except such consents that
have been obtained prior to the Closing.
4. Representations and Warranties of Purchaser. The Purchaser hereby
represents and warrants to the Seller as follows:
4.1 Accredited Investor. The Purchaser is an "accredited investor"
within the meaning of Rule 501(a) of Regulation D promulgated under the
Securities Act.
4.2 Authorization. (i) the purchase of the Shares has been duly and
properly authorized and this Agreement has been duly executed and delivered by
the Purchaser or on its behalf and constitutes the valid and legally binding
obligation of the Purchaser, enforceable against the Purchaser in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights generally and to general principles of equity;
(ii) the purchase of the Shares does not conflict with or violate the
Purchaser's organizational documents, if any, or any law, regulation or court
order applicable to it; and (iii) the purchase of the Shares does not impose any
penalty or other onerous condition on Purchaser under or pursuant to any
applicable law or governmental regulation.
4.3 Capacity. The Purchaser has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating
the merits and risks of the prospective investment in the Shares, and has so
evaluated the merits and risks of such investment and is able to bear the
economic risk of such investment and, at the present time, is able to afford a
complete loss of such investment.
4.4 Reliance on Information. The Purchaser acknowledges that it has
not been provided with a private placement memorandum or other form of offering
document regarding the Company or the Shares. Purchaser understands the
practical and legal benefits of receiving and reviewing such disclosure
documents and is willing to forego the benefits such documents would afford in
order to purchase the Shares at this time. To the extent deemed necessary or
advisable by the Purchaser, the Purchaser has retained, at the sole expense of
Purchaser, and relied upon, appropriate professional advice regarding the
investment, tax and legal merits and consequences of this Agreement and an
investment in the Shares.
4.5 No Solicitation. The Purchaser represents that no Shares were
offered or sold to Purchaser by means of any form of general solicitation or
general advertising.
4.6 Purchase for Own Account. The Purchaser understands that the
Shares have not been registered under the Securities Act by reason of a claimed
exemption under the provisions of the Securities Act of 1933, as amended
("Securities Act") which depends, in part, upon the Purchaser's investment
intention. In this connection, the Purchaser hereby represents that it is
purchasing Shares for its own account for investment and not with a present view
toward the resale or distribution to others or for resale in connection with any
distribution or public offering (within the meaning of the Securities Act), nor
with any present intention of distributing or selling the same and the Purchaser
has no present or contemplated agreement, undertaking, arrangement, obligation
or commitment providing for the disposition thereof. The Purchaser shall not
sell or otherwise transfer the Shares unless a subsequent disposition is
registered under the Securities Act or is exempt from such registration. The
Purchaser consents to the placement of the legend set forth below, or a
substantial equivalent thereof, on any certificate or other document evidencing
the Shares:
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THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE
SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT
TO THE SHARES UNDER THE SECURITIES ACT OR AN EXEMPTION FROM
THE SECURITIES ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO
COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AND THE
LAWS OF OTHER APPLICABLE JURISDICTIONS.
5. Miscellaneous.
5.1 Amendments and Waivers.
(a) This Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter hereof and thereof
and supersedes all prior and contemporaneous discussions, negotiations,
agreements and understandings (oral or written) with respect to such subject
matter. This Agreement or any provision hereof may be (i) amended only by mutual
written agreement of the Seller and the Purchaser or (ii) waived only by written
agreement of the waiving party. No course of dealing between or among the
parties will be deemed effective to modify, amend or discharge any part of this
Agreement or any rights or obligations of any party under or by reason of this
Agreement.
5.2 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the Seller and its successors and assigns and the
Purchaser and its successors and assigns.
5.3 Notices. All notices, demands and other communications to be given
or delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to duly given and received when delivered personally
or transmitted by facsimile and properly addressed to the party to receive the
same at the address set forth below or at such other address as such party may
have designated by advance written notice to the other parties.
If to the Seller: _________________________
_________________________
_________________________
_________________________
_________________________
If to the Purchaser: _________________________
_________________________
_________________________
_________________________
_________________________
5.4 Governing Law. This Agreement shall be governed by the internal
laws of the State of California, without giving effect to its conflict of law
principles. All disputes between the parties hereto arising out of or in
connection with the Agreements or the Shares, whether sounding in contract,
tort, equity or otherwise, shall be resolved only by state and federal courts
located in Orange County, California, and the courts to which an appeal
therefrom may be taken. All parties hereto waive any objections to the location
of the above referenced courts, including but not limited to any objection based
on lack of jurisdiction, improper venue or forum non-conveniens. Notwithstanding
the foregoing, any party obtaining any order or judgment in any of the above
referenced courts may bring an action in a court in another jurisdiction in
order to enforce such order or judgment.
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5.5 Attorneys' Fees. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party, as
specifically determined by the court, shall be entitled to reasonable attorneys'
fees, costs and necessary disbursements in addition to any other relief to which
such party may be entitled.
5.6 Counterparts. This Agreement may be executed in any number of
counterparts and, notwithstanding that any of the parties did not execute the
same counterpart, each of such counterparts (or facsimile copies thereof) shall,
for all purposes, be accepted as an original, and all such counterparts shall
constitute one and the same instrument binding on all of the parties hereto.
Delivery of an executed counterpart of a signature page to this Agreement by
facsimile shall be as effective as delivery of a manually executed counterpart
of a signature page of this Agreement.
5.7 Headings. The headings of the Sections hereof are inserted as a
matter of convenience and for reference only and in no way define, limit or
describe the scope of this Agreement or the meaning of any provision hereof.
5.8 Severability. In the event that any provision of this Agreement or
the application of any provision hereof is declared to be illegal, invalid or
otherwise unenforceable by a court of competent jurisdiction, the remainder of
this Agreement shall not be affected except to the extent necessary to delete
such illegal, invalid or unenforceable provision unless the provision held
invalid shall substantially impair the benefit of the remaining portion of this
Agreement.
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IN WITNESS WHEREOF, the parties have caused this Stock Purchase Agreement
to be duly executed and delivered as of the date first set forth above.
"SELLER"
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[INSERT NAME]
"PURCHASER"
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[INSERT NAME]
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