STOCK PURCHASE AGREEMENT
This
Stock Purchase Agreement, dated as of May 23, 2008, (this "AGREEMENT") is
entered into by and among Oucast, Inc., a Nevada corporation, (the "COMPANY")
and __________________ (the "PURCHASER"). The parties, intending to be legally
bound, hereby agree as follows:
1.
SALE
OF COMMON STOCK. Subject to the terms and conditions of this Agreement, Company
hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase
from
Company an aggregate of 500,000 shares of Company's Common Stock (the "Shares"),
at the purchase price of $0.05 per share for an aggregate purchase price of
$25,000.00.
2.
PAYMENT OF PURCHASE PRICE. The purchase price for the Shares shall be paid
by
delivery to Company at the time of execution of this Agreement of a check,
wire
transfer, or any combination thereof, in the amount of $25,000.00, payable
to
Company (the "Closing Date").
3.
REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and
warrants to Purchaser that, the statements contained in the following paragraphs
of this Section 4 are all true and correct as of the Closing Date:
(a)
ORGANIZATION AND STANDING: ARTICLES AND BYLAWS. Company is a corporation duly
organized, validly existing and in good standing under the laws of the State
of
Nevada and has all requisite corporate power and authority to carry on its
business as now conducted.
(b)
CORPORATE POWER. Company has all requisite legal and corporate power to enter
into, execute and deliver this Agreement. This Agreement will be valid and
binding obligations of Company, enforceable in accordance with their terms,
except as the same may be limited by bankruptcy, insolvency, moratorium, and
other laws of general application affecting the enforcement of creditors'
rights.
(c)
AUTHORIZATION.
(1)
CORPORATE ACTION. All corporate and legal action on the part of Company, its
officers, directors and shareholders necessary for the execution and delivery
of
this Agreement the sale and issuance of the Shares and the performance of
Company's obligations hereunder have been taken.
(2)
VALID
ISSUANCE. The Shares of Common Stock issued ( the "SECURITIES"), when issued
in
compliance with the provisions of this Agreement will be validly issued and
will
be free of any liens or encumbrances; PROVIDED, HOWEVER, that the Securities
may
be subject to restrictions on transfer under state and/or federal securities
laws as set forth herein, and as may be required by future changes in such
laws.
(d)
GOVERNMENT CONSENT, ETC. No consent, approval, order or authorization of, or
designation, registration, declaration or filing with, any federal, state,
local
or other governmental authority on the part of Company is required in connection
with the valid execution and delivery of this Agreement or the offer, sale
or
issuance of the Securities, other than, if required, filings or qualifications
under the California Corporate Securities Law of 1968, as amended (the
"CALIFORNIA LAW"), or other applicable blue sky laws, which filings or
qualifications, if required, will be timely filed or obtained by
Company.
4.
REPRESENTATIONS AND WARRANTIES BY PURCHASER. Purchaser represents and warrants
to Company as of the Closing Date as follows:
(a)
INVESTMENT INTENT: AUTHORITY. This Agreement is made with Purchaser in reliance
upon Purchaser's representation to Company, evidenced by Purchaser's execution
of this Agreement, that Purchaser is acquiring the Securities for investment
for
Purchaser's own account, not as nominee or agent, for investment and not with
a
view to, or for resale in connection with, any distribution or public offering
thereof within the meaning of the Securities Act of 1933, as amended, (the
"SECURITIES ACT") or the California Law. Purchaser has the full right, power,
authority and capacity to enter into and perform this Agreement and the
Agreement will constitute a valid and binding obligation upon Purchaser, except
as the same may be limited by bankruptcy, insolvency, moratorium,
and other laws of general application affecting the enforcement of creditors'
rights.
(b)
SECURITIES NOT REGISTERED. Purchaser understands and acknowledges that the
offering of the Securities pursuant to this Agreement will not be registered
under the Securities Act or qualified under the California Law on the grounds
that the offering and sale of securities contemplated by this Agreement are
exempt from registration under the Securities Act and exempt from qualification
pursuant to section 25102(f) of the California Law, and that Company's reliance
upon such exemptions is predicated upon Purchaser's representations set forth
in
this Agreement. Purchaser acknowledges and understands that resale of the
Securities may be restricted indefinitely unless the Securities are subsequently
registered under the Securities Act and qualified under the California Law
or an
exemption from such registration and such qualification is available. Purchaser
acknowledges that Company is under no obligation to effect any registration
with
respect to the Securities or to file for or comply with any exemption from
registration.
(c)
KNOWLEDGE AND EXPERIENCE. Purchaser (i) has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of Purchaser's prospective investment in the Securities; (ii) has the
ability to bear the economic risks of Purchaser's prospective investment; (iii)
has had all questions which have been asked by Purchaser satisfactorily answered
by Company; and (iv) has not been offered the Securities by any form of
advertisement, article, notice or other communication published in any
newspaper, magazine, or similar media or broadcast over television or radio,
or
any seminar or meeting whose attendees have been invited by any such media.
5.
LEGENDS. Company will place the following legends on each certificate
representing Securities:
THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED ("ACT"), OR ANY APPLICABLE
STATE SECURITIES LAWS ("BLUE SKY LAWS"). ANY TRANSFER
OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION
STATEMENT UNDER THE ACT OR AS REQUIRED BY BLUE SKY
LAWS
IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY SUCH REGISTRATION IS UNNECESSARY
IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT OR
BLUE
SKY LAWS.
6.
MISCELLANEOUS.
(a)
WAIVERS AND AMENDMENTS. Any provision of this Agreement may be amended, waived
or modified upon the written consent of Company and Purchaser.
(b)
GOVERNING LAW. This Agreement and all actions arising out of or in connection
with this Agreement shall be governed by and construed in accordance with the
laws of the State of California, without regard to the conflicts of law
provisions of the State of California or of any other state. The parties
acknowledge and agree that the exclusive venue and jurisdiction of any dispute
arising out of this Agreement shall be a federal or state court located in
the
County of San Diego, California.
(c)
ENTIRE AGREEMENT. This Agreement together with the exhibits attached hereto
constitute the full and entire understanding and agreement between the parties
with regard to the subjects hereof and thereof.
(d)
SURVIVAL. The representations, warranties, covenants and agreements made herein
shall survive the execution and delivery of this Agreement.
(e)
EXPENSES. Company shall pay on demand all reasonable fees and expenses incurred
by Purchaser, including reasonable legal fees and expenses in connection with
the preparation, execution and delivery of this Agreement up to a maximum amount
of $5,000.
(f)
NOTICES, ETC. Any notice, request or other communication required or permitted
hereunder shall be in writing and shall be deemed to have been duly given (i)
upon receipt if personally delivered, (ii) three (3) days after being mailed
by
registered or certified mail, postage prepaid, or (iii) one day after being
sent
by recognized overnight courier or by facsimile, if to Purchaser,
at c/o Company at 0000 Xxx Xxx Xxxxxxx Xxxx Xxxxx 000, Xxx Xxx XX 00000, or
at
such other address or number as Purchaser shall have furnished to Company in
writing, or if to Company, at 0000 Xxx Xxx Xxxxxxx Xxxx, Xxxxx 000, Xxx Xxx
XX
00000 or at such other address or number as Company shall have furnished to
Purchaser in writing.
(g)
VALIDITY. If any provision of this Agreement shall be judicially determined
to
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.
(h)
COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each
of which shall be an original, but all of which together shall be deemed to
constitute one instrument.
(i)
ASSIGNMENT. The terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective successors and assigns of the
parties. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors
and
assigns any rights, remedies, obligations, or liabilities under or by reason
of
this Agreement, except as expressly provided in this Agreement.
SIGNATURES
ON NEXT PAGE
IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and
delivered by their proper and duly authorized officers as of the date and year
first written above.
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