Exhibit I
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (Agreement) is entered into this
20 day of January 2000, by and between Morningstar Trust and WFO Trust
hereinafter referred to as "Purchaser", and Xxxx Xxxxx, a resident of
the State of Arizona hereinafter referred to as "Seller".
WHEREAS, Seller is the current President and Director of Oleramma, Inc.
(the "Company"), a Nevada corporation, that is traded on the NASD's
"Over-the-Counter" Bulletin Board ("NASDOTCBB") under the ticker symbol "OLRM".
WHEREAS, Seller is also the holder of record of 3,000,000 shares of
the Company which is evidenced by share certificate number 100 (hereinafter
referred to as "Founder Shares"); and
WHEREAS, Seller is preparing to resign as an Officer and Director of
the Company in the very near future and will transfer control over the
SEC registrant at that time.
WHEREAS, in anticipation of such change in control of the Company,
Purchaser desires to purchase from Seller and Seller desires to sell to
Purchaser 2,850,000 of his Founder Shares (hereinafter referred to as
"Selling Shares")
NOW, THEREFORE, in consideration of the mutual representations,
warranties and covenants herein contained, the parties hereto agree as
follows:
1. Purchase of Selling Shares. Subject to the terms and
conditions set forth herein, Seller will sell the Selling Shares to
Purchaser.
2. Purchase Price. Purchaser shall pay to Seller the sum of
ONE HUNDRED SEVENTY EIGHT THOUSAND ($178,000.00) and other good and
valuable consideration for such Selling Shares (hereinafter referred
to as the "Purchase Price"). Seller hereby acknowledges the receipt
of the sum of ONE HUNDRED SEVENTY EIGHT THOUSAND ($178,000.00) and
other good and valuable consideration from Purchaser on or about January
20, 2000.
3. Amendment and Modification. Subject to applicable law,
this Agreement may be amended, modified or supplemented only by a
written agreement signed by Purchaser and Seller.
4. Waiver of Compliance; Consents.
4.1 Any failure of any party to comply with any obligation,
covenant, agreement or condition herein may be waived by the party
entitled to the performance of such obligation, covenant or agreement
or who has the benefit of such condition, but such waiver or failure
to insist upon strict compliance with such obligation, covenant, or
agreement or condition will not operate as a waiver of, or estoppel
with respect to, any subsequent or other failure.
4.2 Whenever this Agreement requires or permits consent
by or on behalf of any party hereto, such consent will be given
in a manner consistent with the requirements for a waiver of
compliance as set forth above.
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5. Notices. All Notices, requests, demands and other communications
required or permitted hereunder will be in writing and will be deemed to
have been duly given when delivered by (i) hand; (ii) reliable overnight
delivery service; or (iii) facsimile transmission.
If to Purchaser, to: c/o Xxxxx Xxxxxx, Trustee, Morningstar Trust
Xxx Xxxxxxxx, Trustee, WFO Trust
0000 X. Xxxxxx
Xxx Xxxxx, XX 00000
If to Seller, to: c/o Xxxxxx Gerwerter
000 X. Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
6. Entire Agreement. This Agreement contains the entire understanding
between and among the parties and supersedes any prior understandings and
agreements among them respecting the subject matter of this Agreement.
7. Agreement Binding. This Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
8. Attorneys' Fees. In the event an arbitration, suit or action is
brought by any party under this Agreement to enforce any of its terms, or
in any appeal therefrom, it is agreed that the prevailing party shall be
entitled to reasonable attorneys fees to be fixed by the arbitrator, trial
court, and/or appellate court.
9. Computation of Time. In computing any period of time pursuant
to this Agreement, the day of the act, event or default from which the
designated period of time begins to run shall be included, unless it is
a Saturday, Sunday or a legal holiday, in which event the period shall
begin to run on the next day that is not a Saturday, Sunday or legal holiday.
10. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HERETO SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEVADA. THE PARTIES AGREE THAT ANY LITIGATION
RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT MUST BE BROUGHT BEFORE AND
DETERMINED BY A COURT OF COMPETENT JURISDICTION WITHIN THE STATE OF NEVADA.
11. Arbitration. If at any time during the term of this Agreement
any dispute, difference, or disagreement shall arise upon or in respect of
this Agreement, and the meaning and construction hereof, every such dispute,
difference, and disagreement shall be referred to a single arbiter agreed
upon by the parties, or if no single arbiter can be agreed upon, an arbiter
or arbiters shall be selected in accordance with the rules of the American
Arbitration Association and such dispute, difference or disagreement shall
be settled by arbitration in accordance with the then prevailing commercial
rules of the American Arbitration Association, and judgment upon the award
rendered by the arbiter may be entered in any court having jurisdiction
thereof.
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12. Further Action. The parties hereto shall execute and deliver
all documents, provide all information and take or forbear from all such
action as may be necessary or appropriate to achieve the purposes of the
Agreement.
13. Confidentiality. The parties shall keep this Agreement and its
terms confidential, but any party may make such disclosures as it reasonably
considers are required by law or necessary to obtain financing. In the event
that the transactions contemplated by this Agreement are not consummated for
any reason whatsoever, the parties hereto agree not to disclose or use any
confidential information they may have concerning the affairs of other parties,
except for information which is required by law to be disclosed. Confidential
information includes, but is not limited to, financial records, surveys,
reports, plans, proposals, financial information, information relating to
personnel contracts, stock ownership, liabilities and litigation.
14. Costs, Expenses and Legal Fees. Whether or not the transactions
contemplated hereby are consummated, each party hereto shall bear its own
costs and expenses (including attorneys' fees).
15. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effecting
during the term hereof, such provision shall be fully severable and this
Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision never comprised a part hereof; and the remaining
provisions hereof shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its
severance herefrom. Furthermore, in lieu of such illegal, invalid and
unenforceable provision, there shall be added automatically as part of
this Agreement a provision as similar in nature in its terms to such illegal,
invalid or unenforceable provision as may be possible and be legal, valid
and enforceable.
IN WITNESS WHEREOF, the parties hereto have set their hands this 20th day
of January, 2000.
Seller: Purchasers:
Xxxx Xxxxx Morningstar Trust
An Arizona Resident (Seller)
by: /s/ Xxxx Xxxxx by: /s/ Xxxxx Xxxxxx
-------------------------- -----------------------
Xxxx Xxxxx, an Individual Xxxxx Xxxxxx, Trustee
WFO Trust
by: /s/ Xxx Xxxxxxxx
-------------------------
Xxx Xxxxxxxx, Trustee
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