SHARE PURCHASE AGREEMENT
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THIS SHARE PURCHASE AGREEMENT (the “Agreement”) made BETWEEN: You, (the "Purchaser") and Unique Flavors Tea LLC, (the “Issuer”)
IN CONSIDERATION OF and as a condition of the parties entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the parties to this Agreement agree as follows:
Purchase and Sale
1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
2. The Issuer agrees to sell and the Purchaser agrees to purchase the rights, title, interest, and property of the Issuer in the Shares for an aggregate purchase price of $____________ (the “Purchase Price”) at a cost of $____________per Share for a total of ___________ Shares.
3. A fixed sum of $_____________ will be payable on closing of this Agreement.
4. All payments will be in the form of certified check, wire transfer, or bank draft of immediately available funds.
Representations and Warranties of the Seller
5. The Issuer warrants and represents to the Purchaser as follows:
a. The Issuer is the owner in clear title of the Shares and the Shares are free of any lien, encumbrance, security, interests, charges, mortgages, pledges, or adverse claim or other restriction that would prevent the transfer of clear title
to the Purchaser.
b. The Issuer is not bound by any agreement that would prevent any transactions connected with this Agreement.
c. There is no legal action or suit pending against any party, to the knowledge of the Issuer, that would materially affect this Agreement.
Representations and Warranties of the Purchaser
6. The Purchaser warrants and represents to the Issuer as follows:
a. The Purchaser would not be recognizes as an issuer, insider, affiliate, or associate of the Corporation as defined or recognized under applicable securities laws and regulations.
b. The Purchaser is not bound by any agreement that would prevent any transactions connected with this Agreement.
c. There is no legal action or suit pending against any party, to the knowledge of the Purchaser, that would materially affect this Agreement.
Closing
7. The closing of the purchase and sale of the Shares (the “Closing”) will take place on ________________________ (the “Closing Date”) at the offices of the Issuer or at such other time and place as the Issuer and the Purchaser mutually agree. At Closing and upon the Purchaser paying the Purchase Price in full to the Issuer, the Issuer will deliver to the Purchaser duly executed transfers of the Shares.
Understanding of Risks.
8. Purchaser is fully aware of: (i) the highly speculative nature of the investment in the Shares; (ii) the financial hazards involved; (iii) the lack of liquidity of the Shares and the restrictions on transferability of the Shares (e.g., that Purchaser may not be able to sell or dispose of the Shares or use them as collateral for loans); (iv) the qualifications and backgrounds of the management of the Company; and (v) the tax consequences of accepting and holding the Shares.
Purchaser’s Qualifications.
9. Purchaser is an accredited investor as defined by SEC Regulation D OR Purchaser has a preexisting personal or business relationship with the Company and/or certain of its officers and/or directors of a nature and duration sufficient to make Purchaser aware of the character, business acumen and general business and financial circumstances of the Company and/or such officers and directors. By reason of Purchaser’s business or financial experience, Purchaser is capable of evaluating the merits and risks of this investment, has the ability to protect Purchaser’s own interests in this transaction and is financially capable of bearing a total loss of this investment.
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Commissions
10. All parties to this Agreement warrant and represent that no investment banker or broker or other intermediary has facilitated the transaction contemplated by this Agreement and
is entitled to a fee or commission in connection with said transaction. All parties to this Agreement indemnify and hold harmless all other parties to this Agreement in connection with any claims for brokerage fees or other commissions that may be made by any party pertaining to this Agreement.
No General Solicitation.
11. At no time was Purchaser presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, grant and acceptance of the Shares.
Compliance with Securities Laws.
12. Purchaser understands and acknowledges that, in reliance upon the representations and warranties made by Purchaser herein, the Shares are not being registered with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act or being qualified under the Georgia Corporate Securities Law of 1968, as amended (the “Law”), or being registered under any other applicable U.S. state or foreign securities laws or listing requirements or regulations, but instead are being issued under an exemption or exemptions from the registration and qualification requirements of the Securities Act and the Law, which impose certain restrictions on Purchaser’s ability to transfer the Shares.
Dividends
13. Any dividends earned by the Shares and payable before the Closing of this
Agreement will belong to the Issuer and any dividends earned by the Shares and payable After the Closing of this Agreement will belong to the Purchaser.
14. Any rights to vote attached to the Shares will belong to the Seller before the Closing and will belong to the Purchaser after the Closing.
Governing Law
15. The Purchaser and the Seller submit to the jurisdiction of the courts of the State of Georgia for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the State of Georgia.
Holding Company (Escrow)
16. Both parties agree that a third party {MXB and Associates here in after called the 'escrow holding company”} will maintain the investment in an escrow account and issue funds to the Company as needed documenting all payouts. Payouts utilized by the Company can be viewed quarterly by all parties via a reporting system constructed and managed by the escrow holding company.
Additional Clauses
17. _____________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________
Miscellaneous
18. Time is of the essence in this Agreement.
19. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
20. All warrants and representations of the Issuer and the Purchaser connected with this Agreement will survive the Closing.
21. This Agreement will not be assigned either in whole or in part by any party to this Agreement without the written consent of the other party.
22. Headings are inserted for the convenience of the parties only and not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and
vice versa.
23. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to invalid void or unenforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a
Result.
24. This Agreement contains the entire agreement between the parties. All negotiations and understandings have been included in this Agreement. Statements or representations which may have been made by party to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of
this Agreement will bind the parties.
25. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Issuer and the Purchaser and their respective successors, assigns, executors, administrators, beneficiaries, and representatives.
26. Any notices or delivery required here will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to
the parties at the addresses contained in this Agreement or as the parties may later Designate in writing.
27. All of the rights, remedies and benefits provided by this Agreement will be cumulative and will not be exclusive of any such other rights, remedies and benefits allowed by law
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IN WITNESS WHEREOF the Issuer and Purchaser have duly affixed their signatures under hand and seal on this ___________ day of __________________.