SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT (the "Agreement") made and entered into this
________ day of ________________, ________ (the "Execution Date"),
Ballers Brands Ltd of 71-75 Shelton Street, London, Greater London, United Kingdom, WC2H 9JQ (the "Seller")
A. The Seller is the owner of record of (number of shares) shares (the "Shares") of Ballers Brands Ltd (the "Corporation").
B. The Seller desires to sell the Shares to the Purchaser and the Purchaser desires to purchase the Shares from the Seller.
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 & Sale:
1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in EURO's
2. The Seller agrees to sell and the Purchaser agrees to purchase all the rights, title, interest, and property of the Seller in the Shares for an aggregate purchase price of €0.00 (the "Purchase Price").
3. A fixed sum of €0.00 will be payable on closing of this Agreement.
4. All payments will be in the form of credit/debit card, wire transfer, or bank draft of immediately available funds. In the case of a direct wire transfer the Seller will give notice to the buyer.
5. As part of this sale the Purchaser may recieve perks dependant on the amount of investment.
Representations and Warranties of the Seller:
6. The Seller warrants and represents to the Purchaser as follows:
a. The Seller would not be recognised as an issuer, insider, affiliate, or associate of the Corporation as defined or recognised under applicable securities laws and regulations.
b. Except as provided in the incorporating documents of the Corporation, as indicated on the face of the certificates for the Shares, or in a document registered for the Corporation, the Purchaser would not be prevented or restricted in any way from re- selling the Shares in the future.
c. The Seller 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.
d. The Seller is not bound by any agreement that would prevent any transactions connected with this Agreement.
e. There is no legal action or suit pending against any party, to the knowledge of the Seller, that would materially affect this Agreement.
Representations and Warranties of the Purchaser:
7. The Purchaser warrants and represents to the Seller as follows:
a. The Purchaser would not be recognised as an issuer, insider, affiliate, or associate of the Corporation as defined or recognised 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.
Issuing of Shares Certificates:
8. All shares will be issued when the round of funding is complete or 1st September 2019 whichever arrives first.
9. All parties agree to pay all their own costs and expenses in connection with this Agreement.
10. No party to this Agreement will pay any type of finder's fee to any other party to this Agreement or to any other individual in connection to this Agreement.
11. 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.
12. Dividends are not available throughout the company until 2022 or when the company has more than €1,000,000 in annual profits
13. All shareholders will be entitled to a share of dividends and are split accordingly to your shareholding.
Resale of Shares:
14. If you wish to re-sell you shares to a third party, the company must be given prior written notice and it must be approved by the board.
15. The company may wish to purchase shares back if shareholders wish to sell at the agreed share price at that given time.
16. The Purchaser and the Seller submit to the jurisdiction of the courts of England 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 England.
17. Time is of the essence in this Agreement.
This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
18. All warranties and representations of the Seller and the Purchaser connected with this Agreement will survive the Closing.
19. 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.
20. Headings are inserted for the convenience of the parties only and are 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.
21. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be 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.
22. 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 any 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.
23. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Seller and the Purchaser and their respective successors, assigns, executors, administrators, beneficiaries, and representatives.
24. 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.
25. All of the rights, remedies and benefits provided by this Agreement will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law.