Share Purchase Agreement
Exhibit
10.3
THIS
SHARE PURCHASE AGREEMENT (this “Agreement”) made and entered into the 3rd day of
January
2007, by and among OL Funding, Inc., a Nevada corporation,
(“Seller”), and Exquisite Properties, Ltd. a
Guernsey corporation (the “Purchaser”) and is made in light of the fact that
Seller owns or has authority to issue and desires to sell, and Purchaser desires
to purchase, those shares identified below in accordance with and subject to
the
terms and provisions of this Agreement, which fact is a material part
hereof.
NOW
THEREFORE, and in consideration of good and valuable consideration, in hand
paid, including, but not limited to the mutual promises set forth herein, the
receipt and sufficiency of which is acknowledged by each party hereto, and
intending to be legally bound, the Seller and Purchaser agree as
follows:
1. Purchase
and sale of shares. Seller shall issue and sell to Purchaser, and
Purchaser shall purchase from Seller, up to One Hundred Million (100,000,000)
authorized shares (“Shares”) of common stock of OL Funding,
Inc., a Nevada corporation, in exchange for payment of the “Purchase
Price” (as hereinafter defined). This Agreement permits the Purchaser
to purchase and Seller to sell all Shares for which payment is made in the
manner set forth below through and including the date of the “Closing” (as
hereinafter designated) whereupon the rights and obligations to purchase and
sell additional Shares shall be terminated (except for such shares offered
under
any option or warrant as provided below). Seller shall deliver the
shares in the name of the Purchaser or Purchaser’s nominee and Purchaser shall
deliver the Purchase Price together with such xxxx of sale and receipt as Seller
deems necessary.
2. Purchase
price. The “Purchase Price” for the Shares shall be Five Cents ($.05)
per share for each and all shares purchased all payable in good funds, United
States legal tender. This price will be in force until December 31,
2007, which date, for purposes herein, shall be the date of the “Closing,”
unless otherwise terminated by the Board of
Directors. Payments must be received by the Seller or an
Escrowee acceptable to the parties on or prior to the date of the Closing.
Purchaser shall have the right to make partial payments of the Purchase Price
and all payments tendered shall be deemed paid as of the Closing but, for any
partial payments made and tendered prior to the Closing, Seller shall issue
the
number of shares for which payment was tendered and received, all such issuances
being as of the Closing. In the event of any partial payments made
prior to the date of the Closing, Purchaser shall have the right, but not the
obligation, to deposit such funds in an escrow, in lieu of payment to the
Seller, which escrow for the first $500,000 deposited, shall be with counsel
for
the Seller but, thereafter, on terms substantially similar, may be with an
escrow agent in Great Britain and governed by British law provided the effect
of
such escrow is substantially the same as accomplished by the escrow entered
into
with counsel for the Seller and all such escrows shall be pursuant to written
escrow agreements in form and content satisfactory to the
parties. All Shares delivered to an Escrowee shall be deemed issued
and outstanding only upon payment by Purchaser but may be held by Escrowee
prior
to such payment for the protection of the Purchaser. Seller shall
have no obligation to deliver any of the Shares until payment for such Shares
has been delivered to Seller or an escrow providing for irrevocable delivery
to
Seller.
3. Representations
and Warranties.
a. Seller represents and
warrants to Purchaser that (i) the Shares are authorized to be issued and,
when
issued, will be fully-paid and non-assessable; (ii) Seller has no knowledge
of
any adverse claims affecting the Shares, there are no notations of any adverse
claims marked on the certificates for the Shares, and, Purchaser will acquire
the Shares free and clear of any security interests, mortgage, adverse claims,
liens, or encumbrances of any nature or description whatsoever, subject only
to
matters pertaining to the sale of securities generally including but not limited
to the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder, or any state statute, rule, or regulation relating
to
the sale of securities (collectively, “Securities Laws”), and (iii) Seller has
and will have full right, power, and authority to issue and sell, transfer,
and
deliver the Shares to Purchaser who will therefore accept the Shares subject
to
matters pertaining to the Securities Laws generally and, in the event that
the
Shares are not subject to a valid registration statement,
b. Purchaser hereby
represents and warrants to Seller that (i) Purchaser will acquire the
Shares for investment and not with a view to the unauthorized distribution
thereof; (ii) Purchaser is an institutional investor, able, knowledgeable about
such investments and willing to assume the risks of acquiring the Shares, (iii)
Purchaser will accept the Shares subject to such legends as required by the
various Securities Laws; (iv) Purchaser is not a “U.S. Person” as that term is
defined in Rule 902 (o) of Regulation S; (v) at the time of execution of this
Agreement through the Closing, Purchaser was outside the United States; (vi)
Purchaser is not purchasing the Shares on the behalf of any U.S. person and
the
sale of the Shares has not been prearranged with any buyer in the United States;
and (vii) Purchaser will not at any time sell, exchange, transfer, or otherwise
dispose of the Shares under circumstances that would constitute a violation
of
the Securities Laws provided that, if the Shares do not presently bear a legend,
then Seller represents and warrants that such Shares may be transferred subject
only to Securities Laws generally. Each of the warranties,
representations, and covenants contained in this Agreement by any party thereto
shall be continuous and shall survive the Closing.
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4. Option. In
connection with the purchase as provided in this Agreement, Purchaser shall
have
the right and option, evidenced by a warrant delivered as of the Closing, to
purchase an additional number of shares (which number is as calculated below)
up
to the total offered (100,000,000) at the purchase price of Five Cents ($.05)
per share, which option shall expire on the earlier date of (A)the date on
which
one or more securities issued by the Company or any successor entity to the
Company or entity which acquires all of the stock of the Company is traded
on a
national exchange or listed for sale on a national listing service such as
NASD’s OTCbb or Pinksheets, LLC or (B) December 31, 2008.
Purchaser
may exercise this option, in whole or in part and may assign any part of such
right to an entity controlled by or affiliated with
Purchaser. The number of shares to be available under this
option shall be equal to the number of shares purchased by Purchaser as of
the
Closing such that, as to each of the shares acquired by Purchaser or a assignee
acquiring an interest from Purchaser from the Company, Purchaser or Purchaser’s
assignee shall receive a warrant for the purchase of an additional share of
common stock, calculated on a pro rata basis, but limited such that the total
number of shares offered under such warrant, when added to the total number
of
shares purchased as of the Closing shall not exceed 100,000,000. By
way of example, if Purchaser has purchased 6,000,000 shares of common stock
as
of the Closing, Purchaser would receive the warrant and therefore have the
option for the purchase of an additional 6,000,000 shares but if Purchaser
has
purchased 60,000,000 shares of common stock as of the Closing, Purchaser would
receive the warrant and therefore have the option for the purchase of an
additional 40,000,000 shares as the total offered together with the total
purchased is limited to 100,000,000 shares. In no event shall this
option be construed to permit purchase of more than 100,000,000 shares of stock
under the option and as of the Closing.
5. Miscellaneous. Each
party shall have the right of specific performance and time is of the essence
as
to performance of each of the terms hereof. All notices, requests,
consents, and other communications required or desired under this Agreement
shall be in writing and shall be mailed by certified mail, postage prepaid,
or
delivered personally to the address shown in the records of the official
recorder’s office or registry in the jurisdiction in which the entity, to whom
notice is to be given, is incorporated or organized or to such other address
of
which the addressee has notified the sender in writing. Notices
mailed in accordance with this section shall be deemed given when
mailed. All covenants and agreements contained in this Agreement by
or on behalf of any of the parties hereto shall bind and inure to the benefit
of
his, her or its respective heirs, personal representatives, successors, and
assigns, whether so expressed or not. No party to this Agreement may, however,
assign his rights hereunder or delegate his obligations hereunder to any other
person or entity without the express prior written consent of the other parties
hereto. The section headings contained in this agreement are inserted as a
matter of convenience and shall not be considered in interpreting or construing
this agreement. This agreement shall be construed in accordance with
and governed by the laws of the State of Nevada. This agreement,
including any exhibits hereto, constitutes and contains the entire agreement
of
Purchaser and Seller with respect to the purchase and sale of the shares and
supersedes any prior agreement by the parties, whether written or oral. The
waiver of a breach of any term or condition of this agreement must be in writing
signed by the party sought to be charged with such waiver, and such waiver
shall
not be deemed to constitute the waiver of any other breach of the same or of
any
other term or condition of this agreement. No modification of this agreement
shall be valid unless in a written document signed by the parties
hereto. This agreement may be executed concurrently in two or more
counterparts, any one or more of which may be executed by facsimile (which
facsimile signatures shall be agreed to be binding and valid) each of which
shall be deemed an original but all of which together shall constitute one
and
the same instrument. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability
of
the remaining provisions.
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IN
WITNESS WHEREOF, the Seller and Purchaser have executed this agreement
as
of the day and year first written
above.
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SELLER:
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PURCHASER:
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OL
Funding, Inc.,
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Exquisite
Properties, Ltd.
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| New Haven | |||
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By:
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By:
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Xxxxx
X. Xxxxxx, President
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Principal | |
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Dated: Dated:
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