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SHARE PURCHASE AGREEMENT
This SHARE PURCHASE AGREEMENT (this "Agreement") is made and entered into on
August 8, 2012, by and between Anvil Financial Management, LLC (Anvil), and
Xxxxxxx Xxxx
("Seller").
RECITALS:
WHEREAS, Seller is the legal and beneficial owner of shares representing the
control ownership of the public company Hull Energy (Target shares)
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, the Target Shares on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein, Seller and Buyer do hereby agree as follows:
ARTICLE I
PURCHASE AND SALE
1.1. Purchase and Sale of Shares. Upon the terms and subject to the
conditions of this Agreement, Seller hereby sells, assigns, and transfers to
Buyer, and Buyer hereby purchases from Seller, the Target Shares at the
Closing (as hereinafter defined) for the total purchase price of US$25,000.00
(the "Total Purchase Price"),:
1.2. Closing. The closing under this Agreement with respect to the purchase
and sale of the Target Shares (the "Closing") will take place simultaneously
with the execution of this Agreement. At the Closing: (A) Seller shall (i)
execute a share transfer effecting the sale and transfer of the Target Shares
in the form attached hereto as Exhibit A, (ii) deliver the share
certificate(s), if any, representing the Target Shares to Buyer, and (iii)
a resignation of seller and appointment of buyer as the new CEO and
President, (iv) all books records and authorizations as may be required
signifying the transfer of control, (B) Buyer shall pay to Seller the Total
Purchase Price.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Buyer as follows:
2.1. Power and Authority. Seller has all power and capacity to make,
execute, deliver and perform this. This Agreement constitutes a legal, valid
and binding obligation of Seller enforceable against Seller in accordance
with its terms except as the enforcement thereof may be limited only by
applicable bankruptcy, insolvency or similar laws affecting the enforcement
of creditors' rights generally.
2.2. No Violation of Constituent Documents. The execution, delivery and
performance of this Agreement by Seller will not conflict with or result in
the breach of any term or provision of, or violate, or constitute a default
under Seller's Memorandum and Articles of Association, as in effect on the
date hereof.
2.3. Ownership of Shares. Seller is the legal and beneficial owner of the
Target Shares free and clear of all liens, restrictions, claims, security
interests and encumbrances of any kind, nature or
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description (collectively, "Encumbrances"), and after giving effect to the
transactions contemplated hereby, Buyer will acquire good, valid and
marketable title to the Target Shares, free and clear of all
Encumbrances.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Seller as follows:
3.1. Power and Authority. Buyer has all requisite corporate power and
capacity to make, execute, deliver and perform this Agreement and the
Note. This Agreement and the Note constitute legal, valid and
binding obligations of Buyer enforceable against Buyer in accordance with
their respective terms, except
as the enforcement thereof may be limited only by applicable bankruptcy,
insolvency or similar laws affecting the enforcement of creditors' rights
generally.
3.2. No Violation of Constituent Documents. The execution, delivery and
performance of this Agreement and the Note by Buyer will not conflict with
or result in the breach of any term or provision of, or violate, or
constitute a default under Buyer's Memorandum and Articles of Association,
as in effect on the date hereof.
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3.3. Investment Purpose. Buyer is acquiring the Target Shares solely for
the purpose of investment and not with a view to, or for offer or sale in
connection with, any distribution thereof. Buyer acknowledges that the
Target Shares are not registered under any applicable law, and that the
Target Shares may not be transferred or sold except pursuant applicable
securities laws and regulations.
ARTICLE IV
MISCELLANEOUS
4.1.
4.3. Governing Law. All matters arising out of or relating to this
Agreement shall be governed by and construed in accordance with the
internal laws of the State of Florida, without giving effect to any
choice or conflict of law provision or rule.
4.4. Expenses. All costs and expenses incurred in connection with this
Agreement and each other agreement, document and instrument contemplated
by this Agreement and the transactions contemplated hereby and thereby
shall be paid by the party incurring such costs and expenses.
4.5. Public Announcements. Unless otherwise required by applicable law
(based upon the reasonable advice of counsel), no party to this Agreement
shall make any public announcements or otherwise communicate with any
news media the subject matter of this Agreement or the transactions
contemplated hereby without the prior written consent of the other party
(which consent shall not be unreasonably withheld or delayed), and the
parties shall cooperate and mutually agree as to the timing and
contents of any such announcement or communication.
4.6. Further Assurances. The parties hereto will execute such further
instruments and documents as are or may be necessary or recommended to
effectuate and carry out the transactions contemplated by
this Agreement.
4.7. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original (including
copies sent to a party by fax or e-mail) as against the party signing
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such counterpart, but which together shall constitute one and the same
instrument. Signatures transmitted
via fax or e-mail shall be considered authentic and binding.
[Signature Page Follows]
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EXECUTION VERSION
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement
to be executed as a
deed on the day and year first above written.
SELLER:
Hull Energy, Inc.
By: /s/
Xxxxxxx Xxxx, CEO
BUYER:
Anvil Financial Management, LLC
By:
Xxxxxxx X. Xxxxxxx
